Advent Capital Management LLC

Item 5 – Fees and Compensation

Standard Fee Arrangements

        Advent’s investment advisory fee arrangements vary by Client and are based on a number
of different factors, including the services performed, type of investment mandate and
account/relationship size. A Client may pay Advent (1) an asset-based fee and/or (2) a
performance allocation or fee (“performance fee”) consisting of compensation that is determined
on the basis of a share of the capital gains upon, or the capital appreciation of, the funds (or a
portion of the funds) of such Client. Advent’s investment advisory fee arrangements are structured
in compliance with applicable provisions of (or rules under) the Investment Advisers Act of 1940,
as amended (the “Advisers Act”) and the Investment Company Act of 1940, as amended (the
“Investment Company Act”). Please refer to Item 6 of this Brochure for additional information
about Advent’s performance fee arrangements. Advent negotiates its investment advisory fee
arrangements directly with Clients in the case of separately managed accounts, Private Funds and
most other Clients. Advent negotiates its investment advisory fee arrangements with the board of
directors or board of trustees of the Client in the case of companies that are registered as investment
companies under the Investment Company Act (“Registered Fund Clients”). Advent negotiates
its investment advisory fee arrangements with the program sponsor in the case of wrap fee
programs. The wrap fee programs in which Advent participates generally have a minimum
account size of between $100,000 and $250,000 and are subject to fees established by the wrap
plan sponsor. Investment advisory fee arrangements are documented in a Client’s investment
management agreement with Advent or, in the case of Private Funds and certain other Clients, in
the limited partnership agreement, limited liability company agreement or other organizational and
governing documents of the Client (collectively, the “Governing Documents”). Generally,
Advent bills its fees to Clients for separate payment by the Client, except in the case of certain

performance fees charged to Private Funds in the form of a “carried interest” allocation. Advent
bills its fees in arrears on a quarterly basis or to a very limited degree on a monthly basis. Asset-
based fees are prorated for each capital contribution and withdrawal made during the applicable
calendar quarter (with the exception of de minimis contributions and withdrawals). Client
accounts that commence or end during a calendar quarter will be charged a prorated fee.

       The following table sets forth a basic description of standard investment advisory fee
arrangements. Advent’s investment advisory fees, however, are generally negotiated with each
Client based on its particular facts and circumstances and therefore are likely to vary from the
compensation described in the table. Investment advisory fees may occasionally be reduced,
waived or rebated, and minimum account size may be waived.

                               Strategy            Vehicle(s)       Securities                  Mgt Fee               Perf Fee         Min.
                                           Separate Accounts    Convertibles          Sep Accts:                    N/A           $10MM
                           Balanced                                                   0.80% <25MM;
                                                                                      0.65% Next 25MM;
                           Convertible                                                0.55% Next 50MM;
                           Strategy                                                   0.50% Next 100MM+

                                           Separate Accounts    Convertibles          Sep Accts:                    N/A           $10MM
                           Investment                                                 0.65% <25MM;
                           Grade                                                      0.55% Next 25MM;
                           Convertible                                                0.50% Next 50MM;
                                                                                      0.45% Next 100MM+
                           Strategy
                                           Separate             Global Convertibles   Sep Accts:                    N/A           $25MM
                                           Accounts                                   0.80% <25MM;
    Long Only Strategies

                           Global                                                     0.65% Next 25MM;
                                                                                      0.55% Next 50MM;
                           Balanced                                                   0.50% Next 100MM+
                           Convertible
                           Strategy        UCITS                                      Fund: Varies from 0.75% to                  Varies by share
                                                                                      1.25% based on share class.                 class.

                                           Separate Accounts    Income                Sep Accts:                    N/A           Sep Accts:
                                                                Convertibles          0.90% < 25MM;                               $10MM
                           Phoenix                                                    0.70% Next 25MM;
                           Convertible                                                0.60% Next 50MM;
                                                                                      0.50% Next 100MM+
                           Income
                           Strategy        Wrap Fee Accounts
...

Item 7 – Types of Clients

       Advent may provide investment management services to high net worth individuals,
individuals other than high net worth individuals, banking and thrift institutions, registered
investment companies, Private Funds, pension and profit sharing plans, endowments, charitable

organizations, state and municipal government entities (including government pension plans),
insurance companies, sovereign wealth funds and foreign official institutions, other corporations
and businesses, non-U.S. entities such as UCITS and SICAVs, and other U.S. and non-U.S.
investors.

       With respect to any Client that is a pooled investment vehicle, any initial and additional
subscription minimums are disclosed in the offering memorandum for the pooled investment
vehicle, with exceptions granted in Advent’s sole discretion.