Highbridge Capital Management LLC

Item 5 - Fees and Compensation

HCM Funds

Private collective investment vehicles including domestic and foreign partnerships and companies
managed by HCM (other than the Co-Investment Vehicles (as defined below) (collectively, the “HCM
Funds”)) pay to HCM a monthly or quarterly management fee at the end of the applicable period and
performance compensation, as described below. HCM may contractually reduce, modify, rebate and/or
waive, and, as described in Item 7, has in certain circumstances reduced, modified, rebated and/or waived,
some or all of its management fee and/or performance compensation, as applicable, with respect to any
investor in an HCM Fund, and intends to reduce, modify, rebate and/or waive some or all of its
management fee and/or performance compensation with respect to, but not limited to, principals,
employees and certain affiliates of, or investment funds managed by, HCM and its affiliates. The HCM
Funds are comprised of open-end private investment fund structures (the “HCM Open-End Funds”) and
closed-end private investment fund structures (the “HCM Closed-End Funds”). Generally, each of the
HCM Open-End Funds and the HCM Closed-End Funds is comprised of multiple investment vehicles.

HCM Open-End Funds

The management fee for the HCM Open-End Funds is based on the net assets of each HCM Open-End
Fund and is generally equal to a rate of 2.0% per annum. In addition, HCM, either as trading manager or
special limited partner of each HCM Open-End Fund, is entitled to receive performance compensation.
The performance compensation is generally equal to 20% of the net trading profits of each HCM Open-
End Fund with respect to each fiscal year, and is generally payable as of the fiscal year end.

HCM Closed-End Funds

The management fee for the HCM Closed-End Funds is based on either the net invested capital or net
asset value of the relevant HCM Closed-End Fund and is generally equal to a rate of 1.50% per annum.
In addition, a subsidiary of HCM, as special limited partner of the HCM Closed-End Funds, is entitled to
receive a 20% carried interest, subject to a preferred return, from the relevant HCM Closed-End Funds.
HCM is in the process of winding down an HCM Closed-End Fund and has ceased charging management
fees with respect to such fund.

Co-Investment Vehicles

HCM has organized a co-investment fund, comprised of multiple investment vehicles, to co-invest with
certain of the HCM Funds (the “Co-Investment Vehicles” and together with HCM Funds, “Clients”).
The management fees and performance compensation paid by the Co-Investment Vehicles to HCM are
negotiated on an investment mandate-by-investment mandate basis, and certain investments are not
subject to any management fees.

The management fees and performance compensation described under this Item 5 are deducted from
Clients’ assets.

In addition to the foregoing fees and compensation, Clients, where applicable, will generally pay their
organizational, offering, investment, operating and other expenses as further detailed in the relevant
Client’s offering materials. Such investment, operating and other expenses generally include, without
limitation:

     (i)     expenses related to investments, whether or not such investments are consummated
             (including all direct expenses, investment expenses (e.g., brokerage commissions, exchange,
             National Futures Association and clearing fees, interest expenses, borrowing costs,
             commitment fees and other finance charges, clearing and settlement charges, custodial fees,
             bank service fees and fees of unaffiliated third parties in connection with the approval of
             principal and/or agency cross transactions), reverse breakup, termination and other similar
             fees, investment-related legal (including expenses associated with litigation and threatened
             litigation), consulting and other professional fees, accounting and tax expenses, expenses
             related to regulatory and compliance filings associated with investments such as Forms 13F,
             13H, 13G/D, 3, 4, 5 and N-PX and other costs, fees and expenses relating to investments);

     (ii)    compensation paid to boards of directors or general partners, as applicable;

     (iii)   administrative, legal and accounting fees and expenses, and fees and out-of-pocket expenses
             of any services companies retained to provide certain services to the Clients (including
             valuation agents);

     (iv)    travel, lodging and meal expenses related to due diligence meetings or other investment-
             related activities (including in connection with consummated and unconsummated
             investment and disposition opportunities);

     (v)     fees and expenses related to administrative, regulatory and compliance filings or reports
             associated with the operations of the Client, including, without limitation, Regulation D
             filings, state “blue sky” filings and other jurisdictional reporting, Form PF and Form CPO-
             PQR and filings or reports in connection with the Alternative Investment Management Fund
             Directive;

     (vi)    other operating expenses such as, depending on the specific Client, the costs of computer
             software, administration, reporting or other back-office software (including the licensing
             thereof), market data pricing services, risk oversight services and systems, company or
             analyst conferences, research, due diligence, legal and regulatory analysis, fees and expenses
             related to the negotiation and preparation of, and compliance with, side letters with
             investors, accounting, audit, consulting and other professional fees and expenses and other
             services and costs; and

     (vii)   extraordinary or non-recurring expenses (including expenses associated with litigation,
...

Item 7 - Types of Clients

As described in the responses to Items 4 and 5, HCM provides investment advisory services to (i) the
HCM Funds, and (ii) the Co-Investment Vehicles. The Clients are U.S. and non-U.S. investment limited
partnerships, companies and other vehicles that are not registered or required to be registered under the
U.S. Investment Company Act of 1940, as amended. In addition, the securities issued by the Clients are
not registered or required to be registered under the U.S. Securities Act of 1933, as amended (the “1933
Act”), and are privately placed to qualified investors in the United States and elsewhere. The investors in
the HCM Funds and Co-Investment Vehicles are primarily sophisticated investors, which may include,
but are not limited to, financial institutions, public and corporate pension funds, sovereign wealth funds,
endowments, high net worth investors and family offices. Each investor in the HCM Funds and Co-
Investment Vehicles is subject to suitability requirements as set forth in the applicable Client’s offering
and subscription documents.

Generally, the minimum initial investment amount for investors in the HCM Funds is between $5,000,000
and $10,000,000. The minimum initial investment amount generally can be waived at HCM’s discretion,
but not below an amount required under applicable law. The minimum investment amounts for the Co-
Investment Vehicles are determined on an investment mandate-by-investment mandate basis.

Side Letters; Preferential Terms

The Clients and/or HCM from time to time enter into side letters or other similar agreements with
investors in connection with their investment in a Client without the approval of any other investor in
such Client. The side letters or other similar agreements have the effect of establishing rights (including
economic terms) under, or altering or supplementing the terms of, the governing documents of the Client
with respect to one or more such investors in a manner more favorable to such investors than those
applicable to other investors. Currently, certain investors in the HCM Funds have side letters or other
similar agreements granting one or more additional rights with respect to their investments, including, but
not limited to: (i) fee and other economic arrangements including, but not limited to, reductions,
modifications and waivers and/or rebates of fees or other compensation; (ii) exclusion rights applicable to
particular investments, including without limitation, as a result of an investor’s specific policies or certain
violations of federal, state or non-U.S. laws, rules or regulations; (iii) waivers of minimum investment
amounts; (iv) “most favored nation” provisions; (v) additional or modified reporting obligations (such as
notification of certain events involving an HCM Fund, HCM and/or certain principals thereof) or other
enhanced information rights (such as receiving information regarding portfolio positions and their
valuations and risk profiles, including on a more frequent basis); (vi) waiver of certain confidentiality
obligations; (vii) rights with respect to certain transfers by an investor; (viii) rights or terms of an
investor, or obligations and restrictions on HCM and/or an HCM Fund, necessary in light of particular
legal, tax, regulatory or policy characteristics of an investor, including structuring of investments; (ix)
agreements to provide information or assist in connection with an investor’s tax reporting and/or filing
obligations or the taking or defending of tax positions; (x) rights with respect to distributions including in
kind proceeds, holdback amounts and clawback provisions; and (xi) certain obligations and restrictions on
HCM, the HCM Fund general partner (or similar managing fiduciary) or an HCM Fund with respect to
the exercise of its discretion on certain matters, including amendments, exercising default remedies and
disclosure of certain investor-related information. In addition, currently certain investors in the Co-
Investment Vehicles have side letters granting rights necessary in light of tax characteristics of the
investors as well as certain other rights. The Clients and/or HCM without further act, approval or consent
of any other person (including any investor) may in the future enter into side letters or other similar
agreements providing the rights or terms described above and/or additional rights or terms. In addition,
certain investors (such as affiliated or related investors or investors that utilize the same advisor or

consultant) have been permitted to aggregate their assets for purposes of fee reductions and/or “most
favored nation” provisions.

Furthermore, JPM and HCM from time to time enter into strategic partnerships directly or indirectly with
investors that commit significant capital to a range of products and/or investment ideas sponsored by JPM
and/or HCM. Such arrangements include JPM or HCM granting fee rebates or certain preferential terms
to such investors, including blended management fee and performance compensation rates that are lower
than those applicable to the relevant HCM Fund when applied to the entire strategic partnership. Such
preferential terms are not subject to any “most favored nation” provisions of side letters or other similar
agreements.