Sciens Diversified Managers LLC

ITEM 5 – FEES AND COMPENSATION
We are generally entitled to management fees and/or performance-based compensation from the Funds.
Each of the Funds generally pays us a management fee based on the value of the applicable Fund’s assets
under management. The management fee is calculated at an annual rate generally ranging from 1% to 2%
of (i) the net asset value of the Fund, (ii) the aggregate amount of capital committed by investors in the
Fund, (iii) the aggregate cost of investments acquired by the Fund or (iv) some combination thereof. The
management fees that we receive from the Funds are generally prorated for any period that is less than a
full calendar month and are adjusted for subscriptions and redemptions made during a month, if applicable.

As respects the PE Funds, we are also entitled to receive performance-based compensation from some of
the Funds. Such performance-based compensation may be taken on a periodic basis (such as an incentive
fee or performance allocation) or only after investors have received an agreed amount of their investments
back (such as a carried interest). Performance-based compensation is generally equal to 10% to 20% of the
increase in an investor’s investment in a PE Fund. We generally deduct management fees and performance-
based compensation from the PE Funds’ accounts.

As respects the Fund of Funds, we are also entitled to receive performance-based compensation from the
Funds of Funds equal to 20% of the net profits of each investor, subject to a high watermark. We are
entitled to receive such performance-based compensation annually and upon redemption. The
performance-based compensation we receive is not subject to a claw back. To the extent that a Fund invests
in a private fund managed by a Manager with which we are affiliated, the compensation paid to such
Manager is offset against the compensation we receive from the applicable Fund.

The specific terms of our compensation arrangements with each of the Funds can be found in the applicable
Fund’s offering documents, which are provided to potential investors. Our compensation arrangements
may not be amended to provide the Adviser the potential for additional compensation without investor
approval. The Adviser may reduce its compensation package without investor approval, so long as such
action does not otherwise adversely affect the investor. The description above represents our typical
compensation rates. However, we may enter into negotiated agreements with one or more investors which
provide for the waiver or modification of certain terms of the offering of interests in a Fund, including fees
otherwise applicable to such investors’ interests. Any such waivers do not adversely affect the investment
returns of the other investors in a Fund.

In addition to management fees and, if applicable, performance-based compensation, the Funds are also
subject to other expenses such as administrative, legal, accounting, compliance, custodial and audit
expenses and costs, fees, liabilities, taxes and expenses relating to or arising from the investment of assets,
third-party compliance products and services, borrowing, financing or settlement arrangements, analysis
and research of investments or potential investments (including subscriptions, publications or related
services), risk management and due diligence associated with the development and maintenance of the
portfolios, regulatory filings, investor relations and independent directors’ fees. Details regarding the
expenses borne by each of the Funds are available in the respective Funds’ offering documents, which are
provided to potential investors.

Certain investors, including seed investors and persons associated or formerly associated with Sciens and
members of their families, as well as certain friends of such persons, may invest in the Funds on a non-fee-
paying basis or at fee rates that are lower than those charged to other investors in the Funds, in our
discretion.

As respects the Sciens’ Water business, Offset Fees (as defined below) that are applied to reduce any unpaid
future Management Fees payable shall be allocated pro rata based on the capital commitments of the
Limited Partners and any limited partners in such Parallel Fund.

 Monitoring Fees (including all directors fees paid in the form of stock options or equity grants), Transaction
Fees and Break-up Fees relating to Portfolio Investments and attributable to the Partnership’s commitment
to interests therein (based on its pro rata commitment to of such Portfolio Investments) that are received by
the General Partner or any of its Affiliates, net of applicable expenses (without duplication) (“Offset Fees”)
shall be applied to reduce any unpaid future Management Fees payable by the Partnership to the
Management Company for the calendar year in which such Offset Fees were received.”

Prospective investors must refer to the detailed information found in each Fund’s governing fund
documents for specific information about the fees that may be earned by Sciens and the fees and expenses
potentially charged to the Funds.

ITEM 7 – TYPES OF CLIENTS
Sciens provides discretionary investment advice to the Funds, which are privately offered, pooled
investment vehicles. The minimum initial and additional subscription amounts, if any, for each of the Funds
are disclosed in the relevant offering documents. The Funds’ investors are typically high net worth
individuals, institutional investors, sovereign wealth funds and pension plans. Each investor is required to
meet certain suitability qualifications, such as being an “accredited investor” and a “qualified purchaser”
within the meaning set forth under the federal securities laws.