Context Capital Management LLC

Item 5        Fees and Compensation

Investment Advisory Services. Compensation provided to CCM for its investment advisory services is
negotiable and varies, but typically consists of the following components. First, CCM typically charges an
annual fee of up to 1.5% of assets under management, which amount is payable in quarterly installments
at the beginning or end (depending on the provisions of each account agreement) of each calendar
quarter based on the net market value of the investor’s capital account on the date the fee accrues and
becomes payable. Second, CCM typically receives a performance-based allocation with respect to each
investor in the Fund of up to 15% of net profits (including both realized and unrealized gains and losses)
otherwise allocable to that limited partner. Performance fees and performance allocations are assessed
monthly in arrears, paid on an annual basis, and only applied to profits that exceed the cumulative losses
previously incurred by or allocated to the clients.

CCM may waive or reduce all or part of the management or performance-based allocations with respect
to any investor or investment partnership. For example, CCM has waived or reduced the management
fee and performance-based allocations for certain strategic investors, employees and family members.

CCM complies with Rule 205-3 under the Investment Advisers Act of 1940, to the extent required by
applicable law. Performance allocations and fees create an incentive for CCM to make more risky and
speculative investments than it would otherwise make.

CCM believes that its advisory fees are competitive with fees charged by other investment advisers for
comparable services. Comparable services may be available, however, from other sources for lower fees
than those charged by CCM.

A Limited Partner may withdraw all or part of its capital account as of the last day of each fiscal quarter,
on at least 60 days’ advance notice to the administrator. If a Limited Partner withdraws any portion of a
capital contribution and its related appreciation before the day preceding the first anniversary of that
capital contribution, that Limited Partner must pay the Partnership a withdrawal fee of 2% of the amount
withdrawn. This fee will reduce the withdrawal amount. In the case of a full redemption, the Fund may
elect to pay at least 95% of the estimated redemption proceeds within 15 business days after the
redemption date, with the balance to be paid after the annual audit otherwise payable to that Limited
Partner subject to gate provisions.

The Partnership bears all costs and expenses incidental to its organization and ongoing operation,
including, without limitation, (a) all trading costs and expenses (such as, for example, brokerage
commissions and charges, expenses relating to short sales, clearing and settlement charges, option
premiums and custodial and service fees), (b) all interest and commitment fees on loans and debit
balances (on margin or otherwise), (c) all costs and expenses of negotiating and entering into contracts
and arrangements and making investments (such as brokerage, legal, accounting, investment banking,
appraisal and other professional and consulting fees and expenses arising from particular investments
and potential investments) and similar expenses in terminating those contracts and arrangements and
disposing of the Partnership’s investments, (d) the General Partner’s research-related and portfolio
management costs and expenses, including service contracts related to on-line research, portfolio
management and quotation services. The costs incurred in visiting companies and attending research
conferences (excluding airfare, hotel accommodations and meals), (e) all costs and expenses associated
with registering the Partnership’s restricted securities, (f) all costs and expenses incurred in

attempting to protect or enhance the value of the Partnership’s investments (including the costs of
instituting and defending lawsuits), (g) all income taxes, withholding taxes, transfer taxes and other
governmental charges and duties, (h) all fees and charges of custodians, clearing agencies and
banks, (i) all administration, bookkeeping, recordkeeping, insurance, legal, accounting, auditing, tax
preparation and professional, expert and consulting fees and expenses arising in connection with the
Partnership’s activities (including fees and expenses of counsel for the Partnership, the General Partner
or one or more officers, members or managers of the General Partner, and all fees, costs and
expenses of accounting, bookkeeping and recordkeeping services of the administrator or any other
service provider retained by the General Partner to assist it in performing these services for the
Partnership), and an allocable portion of the General Partner’s costs of employing staff who perform
administrative tasks relating to the Partnership, (j) all fees, costs and expenses of offering and selling
Interests and communicating with Limited Partners (including, without limitation, legal and accounting
fees and expenses, and governmental and self-regulatory agency filing fees), (k) the costs and
expenses of investing the Partnership’s assets indirectly through the Master Fund (including the items
described in this paragraph as they may apply to the Master Fund and its portfolio and the Partnership’s
proportionate share of the costs and expenses of organizing and operating the Master Fund), (l) all
premiums and other costs and expenses of insurance policies as the General Partner considers
appropriate, insuring the Partnership, the General Partner and their Affiliates against liabilities that may
arise in connection with the business or management of the Partnership, (m) all costs and expenses of
proxy voting services, (n) any contingencies for which the General Partner determines reserves are
required, and (o) any extraordinary expenses (such as litigation expenses). The Master Fund amortizes
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Item 7        Types of Clients

CCM provides investment advice to the Funds. Investors in the Funds may include high-net-worth
individuals, corporations and other institutions. All investors fall under an accredited investor and
qualified purchaser category.

Limited Partners in the Funds initial subscription minimum is $5,000,000. CCM has discretion to waive
this minimum.