Cheyne Capital Management UK LLP

ITEM 5 – Fees and Compensation

Fees

U.S. Investors in the Cheyne Funds are ‘qualified purchasers’ as defined under the US
Investment Company Act of 1940 (the “Investment Company Act”). As such, a detailed fee
schedule is not included in this Brochure. Fees for each Cheyne Fund are described in the
Fund’s Offering Documents.

Generally, fees include, inter alia, a “management fee” based on the NAV of the relevant
Cheyne Fund, before deduction of any performance fees. Management fees are generally
accrued and paid monthly in arrears. In addition, fees typically include a “performance”
element, which is calculated based upon the performance of a portfolio, share or assets.
Performance fees are generally accrued monthly and paid quarterly in arrears or “back
ended” and paid on maturity of investment or return of cash to investors.

Cheyne Funds’ current fee schedule is generally as follows:

•   Management Fee: 1% - 2% of NAV, annually
•   Performance Fee: 10% - 20% of increase in NAV
•   The above fees are typically payable to CCM(UK)LLP or its affiliates.

Fees are generally non-negotiable, and Investors in the same Cheyne Fund typically pay fees
based on the same rate schedule.

Other Expenses

Investment related expenses, including commissions, interest expense and other trading and
custody expenses associated with a Cheyne Fund will be borne by the Fund. Please see Item

ITEM 7 – Types of Clients

CCM(UK)LLP currently only provides investment services to Cheyne Funds and other
clients established in jurisdictions outside of the United States. As a result, CCM(UK)LLP
has no direct U.S. clients.

Investors in the Cheyne Funds are typically non-U.S. persons (as defined under Regulation S
of the U.S. Securities Act of 1933 (the “Securities Act”)) and include, without limitation:
institutions (such as pension funds, insurance companies, banks, private client stockbrokers,
asset managers, corporations, portfolio managers), other private investment funds, various
public and private trusts, and high net worth individuals.

The Cheyne Funds and other investment vehicles advised by CCM(UK)LLP qualify for an
exception from the definition of Investment Company under the Investment Company Act,
and as such, the Cheyne Funds are not registered under the Investment Company Act.
Interests in Cheyne Funds are offered to Investors pursuant to exemptions found in
Regulation D and/or Regulation S under the Securities Act. As a result, Investors do not have
the benefits of Investment Company Act or Securities Act registration. Investors that are
U.S. persons must generally meet the requirements for “accredited investors” under the
Securities Act and, if applicable, must also be “qualified purchasers” under the Investment
Company Act.

Investors must also meet other eligibility criteria and minimum investment requirements, as
set forth in each Fund’s IM. Investors are required to make various representations and
warranties to a Fund, including representations regarding their eligibility to invest in the
Fund, as a condition to the acceptance of their subscriptions.

Investors and other recipients of this Brochure should be aware that while this Brochure
includes information about the Cheyne Funds, as necessary or appropriate, this Brochure
should be not considered to represent a complete discussion of the features, risks or conflicts
associated with any Cheyne Fund. More complete information about each Cheyne Fund is
included in the Fund’s IM, which will be provided to current and eligible prospective
investors only by CCM(UK)LLP or another authorised party.

In no event should this Brochure be considered to be an offer of interests in a Cheyne
Fund or relied upon in determining to invest. It is also not an offer of, or agreement to
provide, advisory services directly to any recipient.

Rather, this Brochure is designed solely to provide information about CCM(UK)LLP, which
could differ from the information provided in an IM. To the extent that there is any conflict
between discussions herein and similar or related discussions in any IM, the IM shall govern.

As an “offshore adviser,” with its principal office and place of business outside of the United
States, CCM(UK)LLP is permitted, and has chosen, to rely on the position established in
various SEC no-action letters with respect to its non-U.S. clients, pursuant to which
CCM(UK)LLP is not subject to many of the substantive provisions and restrictions of the
Investment Advisers Act of 1940 (“Advisers Act”) with respect to its dealing with non-U.S.
funds or clients.