HealthCor Management LP

FEES AND COMPENSATION

The Adviser’s current compensation structure for the Funds is summarized as follows:

   •   Management Fees:

       The Adviser receives an (a) asset-based fee from HealthCor Therapeutics for each
       quarter equal to (i) 0.375% (1.5% per annum) of the net asset value of each Class A
       Shareholder’s Class A Shares and (ii) 0.25% (1.0% per annum) in respect of each
       Founders Shareholder’s Founders Class Shares, multiplied by the value (before taking
       into account the applicable accrued Incentive Allocations) of the HealthCor
       Therapeutics’ capital account in the Master Fund (excluding any assets held in Special
       Situation Sub-Accounts, if applicable) with respect to each series of Class A Shares
       and Founders Class Shares, as applicable, as of such day (the “Ordinary Management
       Fee”); and (b) with respect to the Special Situation Sub-Accounts and any Sub-Class S
       Shareholders, the Adviser receives a an asset-based fee from HealthCor Therapeutics
       for each quarter equal to (i) 0.375% (1.5% per annum) in respect of each applicable
       Class A Shareholder’s Class A Shares and (ii) 0.25% (1.0% per annum) in respect of
       each applicable Founders Shareholder’s Founders class Shares, multiplied by the cost
       of each existing Special Situation Investment (the “Special Situation Management
       Fee”, and, together with the “Ordinary Management Fee”, the “Management Fee”),
       with Special Situation Management Fee shall be allocated among each Sub-Class S
       Shareholder participating in the applicable Special Situation Investment pro rata based
       on that percentage of the assets of the applicable Special Situation Investment that
       would be allocated to such Sub-class S Shareholder if such Special Situation
       Investment was deemed to be disposed of on the date that such Special Situation
       Management Fee is calculated.

   •   Incentive Allocation: An affiliate of the Adviser receives performance-based
       compensation from HealthCor Hybrid in connection with the performance of its duties,
       in each case equal to 20% of the net increase in net asset value of such Fund (after
       deduction of the Management Fee), paid on an annual basis and on any interim
       withdrawal of capital by, or other distribution of funds to, an investor.

       An affiliate of the Adviser receives performance-based compensation from HealthCor
       Therapeutics in connection with the performance of its duties, equal to 20% of the net
       increase in the Net Asset Value of such Fund for Class A Shareholders, and 15% of the

       net increase in the Net Asset Value of such Fund Founders Shareholder, after deduction
       of Management Fees, paid on an annual basis and on any interim withdrawal of capital,
       or other distribution of funds to, an investor.

   •   Loss Carry Forward: When applicable, the Incentive Allocation takes into account a
       typical “high water mark” methodology with respect to HealthCor Therapeutics,. When
       applicable, the Incentive Allocation takes into account a modified “high water mark”
       as follows with respect to HealthCor Therapeutics only. For each fiscal year in which
       an investor realizes a net decrease in value of any of its investment, the Incentive
       Allocation is reduced by 50% for such investment until such investor recovers 200%
       of any net decrease. The loss carry forward mechanism permits assessment of an
       Incentive Allocation, although in a reduced amount, notwithstanding the fact that past
       losses have not been fully recovered. However, the reduction in the Incentive
       Allocation will continue to apply even after past losses have been fully recovered until
       such time as two times the losses have been recovered. An investor will not be
       permitted to recover any Incentive Allocation which has previously been allocated to
       the respective Fund’s general partner.

The Adviser or its affiliates withdraws Management Fees and Incentive Allocations directly
from Fund assets by notice to the custodian. Investors in the Funds do not have the ability to
choose to be billed directly for such amounts, which are non-negotiable. The Adviser may
waive, reduce, or otherwise modify the Management Fee and/or Incentive Allocation for any
investor in the Funds. Clients who have separately managed accounts following customized
strategies may be charged management and incentive fees whose effective rate is generally
similar to HealthCor Hybrid. As a sub-adviser to the RIC and the UCITS funds, the Adviser
receives management fees from the RIC/UCITS fund adviser.

The Adviser and its personnel are eligible to invest in HealthCor Therapeutics. The Adviser
and its personnel (including former personnel) may not be charged a Management Fee or an
Incentive Allocation by the Funds.

In consideration for the Management Fee, the Adviser bears certain expenses including news,
quotation and computer equipment and services (in each case except to the extent provided
through soft dollars generated by the Fund), office space, utilities, telephone, administrative
costs, and secretarial, clerical, and other personnel. The use of commission or “soft” dollars to
pay for research and brokerage products or services, will come within the safe harbor for the
use of soft dollars provided under Section 28(e) of the U.S. Securities Exchange Act of 1934,
as amended. The Management Fee is expected to exceed the expenses borne by the Adviser on

behalf of the Fund. However, to the extent expenses to be borne by the Fund are paid by the
Adviser, the Fund, as applicable, will reimburse the Adviser for such expenses.

The Funds pay all of their other costs and expenses, such as research and investment-related
expenses, e.g.:

    •   fees costs and expenses related to the purchase, holding and sale of investments of the
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TYPES OF CLIENTS

The clients to whom the Adviser generally provides investment advice are private investment
funds offered to investors on a private placement basis and institutional investors through
managed accounts, as described above. Investors in the Funds or managed accounts consist of
institutional investors, such as other private investment funds (fund of funds), foundations,

    endowments, family offices and pension plans. The Adviser also provides sub-advisory
    services to the RIC and UCITS funds. Details concerning applicable suitability criteria for
    investors in the Funds are set forth in the respective feeder fund’s offering memorandum and
    subscription documents. Although a Fund has the authority to accept subscriptions for any
    lesser amount, the minimum investment is generally $5,000,000. Each investor is required to
    meet certain suitability qualifications, such as being a “qualified purchaser” as defined in the
    Investment Company Act of 1940, as amended. In addition, there are severe restrictions on
    withdrawals from the HealthCor Therapeutics and HealthCor Hybrid (which may be settled in
    securities rather than cash) and on transfers of interests in the Funds. Because of the restrictions
    on withdrawals and transfers, an investment in HealthCor Hybrid or HealthCor Therapeutics
    is a relatively illiquid investment and involves a high degree of risk. A subscription for limited
    partner interests in the Funds should be considered only by persons financially able to maintain
    their investment and who can accept a loss of all of their investment.