Hudson Executive Capital LP

Item 5 – Fees and Compensation

As previously noted, Hudson Executive has reduced its operational footprint and has ceased active
marketing of the Client Funds and its advisory services. The below discussion of fees and compensation
Hudson Executive may receive in return for advisory services reflects the terms offered while the Client
Funds were actively marketed.

It is critical that Investors refer to a Client Fund’s confidential private placement memorandum and/or other
offering documents (collectively, “offering materials”) for a complete understanding of (i) how Hudson
Executive is compensated from the Client Funds for its advisory services, (ii) the fees and expenses
Investors will be obligated to pay and how those fees and expenses are deducted from Investors’ assets, and
(iii) Investors’ withdrawal and redemption rights. If Hudson Executive provides investment advice to
separately managed accounts, fees will be negotiated with the particular client, which could include a
management fee and/or performance-based compensation. The information contained in this Brochure is
only a summary and is qualified in its entirety by the aforementioned documents.

Management Fees and Performance-Based Compensation

Hudson Executive receives a management fee based on a fixed percentage of the Flagship Fund’s net assets.
The management fee is payable monthly in advance, promptly after the first day of each month, based on
the value of the Flagship Fund’s net assets as of the first day of such month, and reduced by any “accrued”
performance-based compensation payable to the Performance GP. Hudson Executive deducts the
management fee directly from each Investor’s account. The management fees for the different series or
classes of interests in the Flagship Fund range from 1.25% to 2.0% per annum (depending upon the factors
described below in this section).

The Performance GP receives performance-based compensation on each investment in the Flagship Fund,
reflecting a percentage of the net profits (if any) attributable to that particular investment during the Client
Fund’s fiscal year (“performance allocation”). The Performance GP will allocate the performance
allocation to each Investor’s capital account as of the end of the Client Fund’s fiscal year. Pursuant to a
loss carryforward provision (generally referred to as a “high water mark”), no performance allocation will
be allocated on any particular investment in the Flagship Fund until any net loss previously allocated to that
investment has been offset by subsequent net profits. If an Investor withdraws capital, the performance
allocation on that capital will be “crystallized,” meaning that it will be deducted from the Investor’s account
and reallocated to the Performance GP as if the withdrawal date were the last day of the fiscal year or, in
the case of a loss carryforward, the loss carryforward will be subject to reduction on a pro rata basis. The
performance allocation for the different series or classes of interests in the Flagship Fund offered to external
Investors generally ranges from 15% to 20% per annum (depending upon the factors described below in
this section).

To the extent Hudson Executive receives a management fee and/or the Performance GP receives a
performance allocation from the Intermediate Fund, to avoid double charges, management fee and/or
performance allocation (as applicable) will not be separately charged to the Offshore Feeder. When
calculating the management fee and performance allocation for the Intermediate Fund, all items of income,
loss, profit and expense incurred by the Offshore Feeder will be taken into account.

Each Flagship Fund has several series or classes of interests that pay different levels of management fees
and/or performance-based compensation depending upon various factors, including the length of the lock-
up to which the interests are subject (i.e., for certain Flagship Funds, an Investor can agree to subject the
interests to a longer lock-up in return for paying management fees and/or performance-based compensation
allocation at a lower rate), and whether the investment was made during the initial launch period of the

Flagship Fund. In addition, Hudson Executive has the right to enter into agreements, such as side letters,
with Investors, which provide terms of investment or access to information that are more favorable than the
terms provided to other Investors of the same Client Funds. Hudson Executive does not expect to enter
into any side letters with Investors that restrict the Flagship Funds from investing in specific securities or
types of securities.

Hudson Executive offers series or classes of interests which generally are not offered to other Investors and
which interests pay reduced to no management fees and/or reduced to no performance-based compensation
to (i) Hudson Executive’s affiliates, principals, employees and certain related persons (including vehicles
that they manage), and (ii) the Advisory Board Members (as defined in Item 8 below) and certain other
current and former chief executive officers, senior executives, or directors in Hudson Executive’s network.

Expenses

Clients typically pay their own expenses, as set forth in the client’s offering materials or investment
management agreement. Hudson Executive seeks to allocate expenses among its clients in a fair and
equitable manner, taking into account the extent to which each client benefits from the particular product
or services. Depending upon the nature of the expense, it could be allocated in proportion to the client’s
relative assets under management or relative use of the product (or relative participation in an investment,
if the expense is related to such investment), equally among all participating clients or in another manner
that Hudson Executive deems fair and equitable.

Neither Hudson Executive nor any of its supervised persons accepts compensation for the sale of interests
in the Client Funds.

Item 7 – Types of Clients

The Client Funds rely on certain exclusions from the definition of “investment company” in the Investment
Company Act of 1940, as amended. Accordingly, none of the Client Funds is registered as an investment
company with the SEC.

Admission to the Client Funds is not open to the general public. Each Investor must meet the eligibility
provisions. Interests in Client Funds are generally offered to (A) U.S. Investors who are (i) accredited
investors within the meaning of Regulation D of the Securities Act of 1933, as amended, and (ii) “qualified
clients” under Rule 205-3 of the Advisers Act, and (B) non-U.S. Investors (as applicable). Additionally,
minimum contribution amounts, typically $1 million or more, apply as described in the relevant Client
Fund’s offering materials.