Camden Asset Management L P

Item 5 – Fees and Compensation
Camden is compensated for its services through a combination of quarterly management and/or annual
performance fees. These fees are subject to negotiation in certain circumstances and, in certain cases, are
dependent on minimum account balances. Camden has elected to waive or reduce the management fees
and/or incentive fees for certain investors (including Camden, its employees and former employees, their
family members, or other Camden affiliates).

    •   The maximum annual management fee is 1% of a client’s total assets; however, Camden, from time
        to time, negotiates its fee.

    •   The performance fee is generally calculated by taking the amount by which a client’s performance
        exceeds the return of the applicable benchmark (the “excess performance”) and multiplying the
        excess performance by a percentage generally ranging from 15% to 50%. Fund performance fees
        are charged to each investor’s capital account.

    •   Certain performance fee arrangements are tiered and involve “breakpoints” pursuant to which the
        performance fee rate is higher (or lower) on initial excess performance and decreases (or increases)
        as certain excess performance thresholds are hit. Accordingly, clients pay performance fees in
        excess (or less than) the range noted above on a certain portion of excess performance, with the
        performance rate then decreasing (or increasing) to a level more consistent with (and, in some
        cases, potentially above or below) such range on subsequent portions of excess performance.

    •   Certain clients pay a management fee but no performance fee.

    •   All performance fees are subject to a high watermark or benchmark carryforward. In most cases,

        each capital contribution during the calendar year is treated as if it were a separate capital account
        for fee calculation purposes (i.e., each contribution pays its own performance fee). The performance
        fee is prorated for each capital withdrawal during the applicable performance period and the client
        pays a performance fee for any excess performance attributable to the assets withdrawn.

For separate accounts, Camden bills clients for fees incurred. For funds, the administrator calculates and
bills the fund. Camden and the administrator wire the amounts from the funds. The management fees are
charged quarterly in arrears and the performance fees are charged annually, except in some circumstances
for intra-year withdrawals. Depending on the client account agreement, management fees shall be prorated
for each capital contribution and withdrawal made during the applicable calendar quarter. Fees for clients
initiated or terminated during a calendar quarter generally will be prorated.

Clients will incur other investment-related and non-investment-related fees and expenses as detailed in
applicable management agreements and governing documents. Such fees include, among others, brokerage
commissions, transaction costs and other related costs and expenses, certain charges imposed by custodians,
brokers, third-party investment and other third parties, deferred sales charges, odd-lot differentials, transfer
taxes, wire transfer and electronic fund fees, other fees and taxes on brokerage accounts and securities
transactions, as well as tax fees.

In addition, the funds pay or reimburse Camden for all of their ordinary and extraordinary operating
expenses including, but not limited to: investment-related expenses (including, but not limited to, brokerage
and execution charges, commissions, custodial charges, and interest expense; and fees, costs and expenses
incurred in connection with borrowings); administrative-related expenses (including, but not limited to, US
federal, state and local taxes, filing and registration fees of the funds, and audits associated with such taxes
and filings; administration fees, costs and expenses; accounting, bookkeeping, recordkeeping and auditing
fees and expenses of the funds); clerical-related expenses (including, but not limited to, expenses incurred
in preparing reports and tax information and fees payable to the administrator); legal- and regulatory-related
expenses (including, but not limited to, all regulatory and tax compliance fees, costs and expenses incurred
in complying with regulatory and tax requirements that directly result from management of the funds; costs
and expenses incurred for the purposes of protecting and enhancing the value of the funds’ assets, including
the cost of instituting and defending litigation; costs and expenses of negotiating agreements with service
providers; and expenses to register securities and transfer taxes); the costs of maintaining the funds’
corporate existence; the cost of maintaining their corporate existence and registered office; if applicable,
directors’ fees; the cost of attendance by the directors at meetings of the board of directors; printing and
duplication expenses; the expenses of the continuing offering of the funds; fees for attorneys, accountants,
consultants and other professionals or experts (including the fees and expenses for counsel to Camden or
one or more of its respective officers or managers) arising in connection with the funds’ business; fees
charged by the administrator for the calculation of intra-month net asset value; and such other related
expenses and extraordinary or non-recurring expenses (including indemnification and litigation) as
incurred. Clients also pay the fees and expenses of their brokers. Item 12 further describes the factors
Camden considers in selecting or recommending broker-dealers for client transactions and determining the
reasonableness of their compensation (e.g., commissions).

Expenses incurred by Camden on behalf of multiple clients (“shared expenses”) will be allocated in
accordance with Camden’s expense allocation policies in existence at the time of the allocation. Shared
...

Item 7 – Types of Clients
Camden provides portfolio management services to corporate pension and profit-sharing plans, Taft-
Hartley plans, public plans, insurance companies, charitable institutions, foundations, endowments, and
funds. Interests in the funds are not registered under the Securities Act of 1933, as amended (the “Securities
Act”), and such funds are not registered under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). Accordingly, interests in the funds are offered and sold exclusively to
investors satisfying the applicable eligibility and suitability requirements either in private transactions with
the United States or in offshore transactions.

Typically, these investors are institutions (corporate pensions, Taft-Hartley plans, public plans, and other
entities) and, on occasion, high net worth individuals.

Subject to the discretion of Camden to accept less, the minimum investment for a separate account is
generally $50 million. Investors in the funds are generally required to make minimum initial investments
for participation in a fund, subject to waiver pursuant to the terms in the applicable fund governing
documents.

Camden and/or the funds have entered, and may in the future enter, into separate agreements, commonly
referred to as “side letters,” or other similar agreements with prospective or existing investors in connection
with their admission to the fund without the approval of any other investor. Such agreements can have the
effect of establishing rights under or supplementing the terms of the applicable fund’s governing documents
with respect to an investor in a manner more favorable to such investor than those applicable to other
investors. Such rights or terms include, without limitation: (i) more favorable or customized reporting or

transparency rights, (ii) “most favored nation” provisions, (iii) more favorable or customized fee and
expense terms, and (iv) representations, covenants, rights or terms requested or necessary in light of
particular investment, legal, regulatory, structural, public policy, or other specific characteristics of an
investor. Additionally, Camden has the authority under fund or separate account governing documents to
waive, on an ad hoc and discretionary basis and without notice to any other clients/investors, timeliness,
minimum amounts, holdbacks, and other key terms relating to the contribution/subscription and
withdrawal/redemption processes.

Notwithstanding the foregoing or anything to the contrary in any fund or separate account agreement,
nothing in any agreement applicable to a client or investor waives or limits a client or investor’s rights under
applicable federal or state securities laws which impose certain fiduciary duties on Camden and require
Camden to act in good faith with the degree of care, skill, prudence and diligence under the circumstances
that a prudent person acting in a fiduciary capacity would use in providing investment advice to a client and
managing the client’s assets.

Additionally, in response to renewed attention by governmental authorities on whistleblower rights and
contractual language that could be interpreted to stifle such rights, Camden wishes to clarify the
applicability of the confidentiality provisions in such agreements in certain circumstances. Although such
agreements can contain broad confidentiality-related provisions, Camden will not as a matter of policy
interpret such provisions to: (i) prohibit any current or prospective client or investor from reporting possible
violations of applicable law or regulation to any governmental agency or entity, or making other disclosures
that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any
current or prospective client or investor to provide notification to Camden that it has made such reports or
disclosures.