SIO Capital Management LLC

Item 5: Fees and Compensation

A. Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose whether
   the fees are negotiable.

    Asset-based Fee
    Sio shall receive a management fee from the Funds (“Management Fee”) calculated and payable quarterly, in
    advance, in an amount equal to 0.375% (1.5% annually) of the value of each Investor’s capital account as of the
    first day of each quarter.

    Sio shall receive a Management Fee from the SMAs calculated and payable quarterly, in arrears, in an amount
    equal to 0.375% (1.5% annually) on the aggregate separately managed account’s NAV. Sio may waive, rebate,
    or reduce all or part of the Management Fee with respect to certain SMAs without waiving, rebating, or reducing
    the Management Fee charged to other SMAs.

    Performance-based Fee
    Generally, at the end of each fiscal year, 20% of the net income allocated to the capital account of an Investor,
    as adjusted for the Management Fee, is paid to the Adviser (“Performance Fee”). The Performance F e e shall
    be subject to a “ Loss Carryforward” provision (sometimes referred to as a “high water mark”). This means
    that if an Investor’s capital account has a net loss in any fiscal year, this loss will be recorded and carried
    forward as to such Investor to future fiscal years (such amount is referred to as the “Loss Carryforward”). The
    Adviser will not receive the Performance Fee from such Investor in any future fiscal year until the Loss
    Carryforward amount for such Investor has been recovered (i.e., when the Loss Carryforward amount has
    been exceeded by the cumulative profits allocable to such Investor for the fiscal years following the Loss
    Carryforward). In the year the Loss Carryforward has been recovered, the Performance Fee shall be based
    on the excess profits (over the Loss Carryforward amount) as to such Investor, rather than on all profits. The
    “high water mark” procedure prevents the Adviser from receiving the Performance Fee as to profits that
    simply restore previous losses and is intended to ensure that the Performance Fee is based on the long-term
    performance of an investment in the Funds.

    The Performance Fee charged to the SMAs is generally equal to 20% of the account’s profits above a high-water
    mark, as detailed in such Client’s investment management agreement. Sio may waive, rebate, or reduce all or part

    of the Performance Fee with respect to certain SMAs without waiving, rebating, or reducing the Performance Fee
    charged to other SMAs.

    Sio offers an alternate fee structure to investors that consists of a higher performance fee and no management fee.
    Under this fee structure, investors would not be charged a management fee and would instead pay an annual
    performance fee of 30% on a gross return between 0% and 10% and an annual performance fee of 40% on the
    portion of the gross return that exceeds 10%.

    When an Investor withdraws capital, any Loss Carryforward will be adjusted downward in proportion to the
    withdrawal.

    For purposes of calculating the Management Fee, a side pocket account invested in an illiquid investment
    will be valued at the lower of cost (or carrying value as of the date such investment was designated an illiquid
    investment) or fair value. Sio does not receive a Performance Fee on side pocket account assets until they are
    reallocated into the capital accounts of the Investors. The respective Offering Documents of the Funds will
    disclose the M a n a g e m e n t F e e a n d P e r f o r m a n c e F e e arrangements associated with different share
    classes offered to Investors.

    Sio may waive, rebate, or reduce all or part of the Management Fee and Performance F e e / P e r f o r m a n c e
    Allocation with respect to investments made by certain Investors without waiving, rebating, or reducing the
    Management Fee and Performance F e e / P e r f o r m a n c e A llocation charged to other Investors.

    In addition, as explained in Item 4, Sio may, from time to time, enter into side letters or other similar agreements
    with one or more Investors as outlined in the Funds’ Offering Documents. Sio may also, from time to time,
    enter into side letters or other similar agreements with one or more separately managed accounts.

    Current and prospective Investors should refer to the Client’s Offering Documents for detailed information
    with respect to the fees associated with Investors in the Clients. The information contained herein is a summary
    only and is qualified in its entirety by such documents.

B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select
   either method, disclose this fact. Explain how often you bill clients or deduct your fees.

    Sio deducts Management Fees and Performance Fees out of the capital account of each Investor in the Funds.

    Sio will charge the SMAs for Management Fees and Performance Fees; the Client may pay the fees or other
    expenses of the account directly or by payments/disbursements from the account.

C. Describe any other types of fees or expenses clients may pay in connection with your advisory services, such
   as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other transaction
   costs, and direct clients to the section(s) of your brochure that discuss brokerage.

    Sio’s Clients will pay expenses as outlined in their respective Offering Documents.

    Sio’s Funds and SMAs will pay or reimburse the General Partner, Sio and/or their affiliates for the following
    expenses:

        1.   Organizational Expenses
             All expenses related to organizing and offering the Funds, including, but not limited to, legal fees
             and accounting fees, administrator fees, director fees, and government filing fees.
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Item 7: Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
investment companies, or pension plans. If you have any requirements for opening or maintaining an account,
such as a minimum account size, disclose the requirements.

Sio offers its services to domestic and foreign private investment funds that are exempt from registration under the
Investment Company Act of 1940 and separately managed accounts for institutions and large businesses. Please see
Item 4: Advisory Business for further details.

Interests in the Funds and SMAs are only offered to investors, which meet certain minimum suitability requirements,
including qualifying as an “Accredited Investor” under the Securities Act of 1933, unless otherwise determined
by the General Partner of a Client and a “Qualified Client” (as defined in Rule 205-3 promulgated under the
Investment Advisers Act of 1940) or a “Qualified Purchaser” (as defined in Section 2(a)(51) under the Investment
Company Act of 1940). The Client’s Offering Documents set forth in detail the definition of Accredited Investor,
Qualified Client, and Qualified Purchaser.

The minimum initial investment that will be accepted from a new limited partner is $1,000,000. The minimum
investment could be waived at the discretion of Sio.

Sio requires that a minimum investment, agreed upon between the Firm and the Investor, be made in order to open
an SMA. This minimum investment could be reduced or waived at the discretion of Sio.