DLD Asset Management LP

Item 5 – Fees and Compensation

    A. Fee Schedule

The fees and compensation payable to DLD are negotiable and vary among its Clients and are described
in more detail in each Client’s Constituent Documents. However, the range of compensation is generally
as follows:

    1. Management Fee

           •   The Funds. The Funds do not charge a management fee to Investors. Instead, Investors
               pay certain operating expenses of DLD. Please see Expenses below.

           •   The Sub‐Advised Funds. The management fees are calculated based on average daily
               assets values, and are paid monthly or quarterly, in arrears. The management fee is

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               generally at an annual rate of 0% to 1.0%.

    2. Incentive Allocation

           •   The Master Fund. The General Partner of the Master Fund receives an incentive or
               performance allocation equal to a percentage of the net income (including realized and
               unrealized gains and losses) allocated to each Investor for the year, but only to the extent
               net income allocated to that Investor exceeds any cumulative losses that were allocated
               to such Investor for earlier periods and that have not been recovered (a “high water
               mark”). This incentive allocation ranges from 10% to 20% and is typically made at the end
               of each calendar year.

           •   The Sub‐Advised Funds. DLD generally receives an incentive allocation equal to a
               percentage of the net income (including realized and unrealized gains) of each Sub-Advised
               Fund for the month or year (depending upon the applicable Sub-Advised Fund account),
               but only to the extent net income exceeds any cumulative losses for earlier periods and
               that have not been recovered (a “high water mark”). This incentive allocation is generally
               equal to between 10% and 20% and is typically made at the end of each calendar month
               or calendar year.

The incentive allocation will only be charged to Clients and Investors who are “qualified clients” as defined
in Rule 205-3 under the Advisers Act. Please see Item 6 below for a discussion of DLD’s performance-based
fees and side-by-side management.

    B. Payment of Fees

Depending upon the applicable Sub-Advised Fund, management fees are paid monthly or quarterly in
arrears or quarterly in advance and incentive allocations are allocated as of the last business day of the
calendar month or calendar year. DLD invoices each Sub-Advised Fund for management fees, incentive
allocations, and third-party fees (discussed below).

    C. Expenses

All Clients shall pay their own brokerage and other transaction and financing expenses relating to the
Client’s investment program (as specified in each Client’s Constituent Documents). Please see Item 12
below for a discussion of DLD’s brokerage practices.

          1. Expense Allocation Among Multiple Clients

Expenses attributable to all Clients will be allocated on a pro rata (or other equitable) basis. With respect
to an expense that has been incurred on behalf of more than one Client, such expenses will be allocated
in a demonstrably fair and equitable manner across the respective Clients that benefitted from the
expense. DLD may pay any portion of certain expenses attributable to certain Sub-Advisory Fund Clients.

          2. Fund Expenses

Each Feeder Fund bears all of its expenses and its share of the Master Fund’s direct and indirect expenses.

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                                                                        DLD Asset Management LP Brochure

The Funds employ an expense-based pass-through model and do not pay a management fee or any other
asset-based fee to DLD or any DLD affiliates. Instead, each Fund Investor is subject to its pro rata share of
such pass-through expenses.

The following descriptions of the fees and expenses borne by the Master Fund and Feeder Funds are
described and qualified in their entirety by the Constituent Documents.

The Feeder Funds pay – or reimburse the General Partner, DLD or any Portfolio Managers and their
investment teams (or any of their respective affiliates) for – all of their respective costs, fees and expenses
arising in connection with their organization, operations and investments, and their share of the costs,
fees and expenses arising in connection with the Master Fund’s organization, operations and investments.
Unless indicated otherwise herein, any investment-related costs and other expenses of the Feeder Funds,
other than those specific to a Feeder Fund itself, generally are incurred at the Master Fund level and borne
by the Feeder Funds, pro rata in proportion to the size of the investment in the Master Fund made by
each, or in such other manner as the General Partner considers fair and reasonable.

To the extent any Administrative PM Expenses (as defined below) and Overhead Expenses (as defined
below) are incurred jointly for the account of the Master Fund (and/or the Feeder Funds) and any other
Client(s), such expenses shall be allocated among the Master Fund and such Clients pro rata in proportion
to the total amount of assets under management with respect to the Master Fund and such Clients,
calculated on a quarterly basis, as reasonably determined by DLD, unless DLD determines that another
allocation is more equitable (the Master Fund’s allocated portion of such expenses, the “Allocated
Overhead Expenses”).

For each fiscal quarter, the aggregate amount of the Allocated Overhead Expenses will be limited to 3%
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Item 7 – Types of Clients

As described above in Item 4.B, DLD currently provides investment advisory (and sub-advisory) services
to various pooled investment vehicles. Investors within these funds may include high net worth
individuals, other private funds, corporate pension and profit-sharing plans, foundations, endowments,
financial institutions, and other institutional clients.

Each Feeder Fund generally requires a minimum initial investment of $1,000,000; however, lesser
amounts may be accepted at the discretion of the General Partner or Board of Directors for the Feeder
Fund, as applicable. The General Partner or Board of Directors in its sole discretion, as applicable, is
permitted to accept or reject any initial or additional subscription of any prospective or current investor,
respectively, for any reason. Minimum investments in the Sub-Advised Funds are determined by the
sponsor(s) of such funds.