Indaba Capital Management LP

Item 5: Fees and Compensation

Indaba is compensated for the advisory services it provides to the Funds as described below, and as
described in more detail in each Feeder Fund’s offering documents which are provided to prospective
investors in the Feeder Funds.

Asset Based Compensation. Indaba receives an asset-based management fee (the “Management Fee”) from
the Funds. The Management Fee is payable quarterly in advance at an annual rate equal to (i) 2% of the
aggregate capital account balances of the investors in the Funds up to $500 million, and (ii) 1.5% of the
aggregate capital account balances of the investors in the Funds in excess of $500 million.

Performance-Based Incentive Allocation. The General Partner is entitled to receive a performance-based
fee (or incentive allocation) of 20% of the net profits (including realized and unrealized gains and losses),
if any, otherwise allocable to an Investor in a Fund, subject to a loss carryforward provision. The incentive
allocation, if any, is assessed at the end of each calendar year and at the time an Investor withdraws any
amounts from a Fund on the amounts withdrawn.

The General Partner, together with the current and/or former members, partners, senior advisors, and
employees of Indaba, “friends and family” thereof, and any estate planning, charitable foundation, or family
investment vehicle of any of the foregoing may be charged a reduced or no Management Fee and/or
incentive allocation on their investments in the Funds. Under the terms of the Side Letters, certain limited
partners of the Funds are subject to a modified Management Fee arrangement.

The Management Fee and the incentive allocation are deducted or allocated, respectively, from the Funds’
assets by the Funds’ independent administrator. Upon termination of the investment management
agreement between Indaba and a Fund, Indaba will repay to that Fund the unearned portion (computed on

INDABA CAPITAL MANAGEMENT, L.P.                                            FORM ADV PART 2A

the basis of the number of days from the effective date of the termination of the investment management
agreement to the next date that the Management Fee is to be paid), if any, of any Management Fee
previously paid to Indaba.

In addition to the Management Fee and incentive allocation, it is expected that each Fund, including the
Master Fund, will bear its own operating expenses (though Indaba, in its sole discretion, may determine
that the Master Fund will pay the expenses of a Feeder Fund in lieu of such Feeder Fund), including, but
not limited to, legal, accounting, auditing, administrator, and other professional expenses; insurance;
research expenses; custodian fees; taxes on securities transactions; interest on borrowed moneys; brokerage
fees and commissions and any other similar fees; clearing expenses; due diligence expenses related to actual
or potential investments (whether or not consummated); offering and organizational expenses; expenses of
offering and selling interests in the Funds and communicating with prospective investors; litigation
expenses; expenses incurred in connection with the preparation and delivery of reports of the Funds and
any meetings with the partners; expenses of an Independent Client Representative (if appointed); expenses
of the governance committee of the Offshore Fund (including, without limitation, compensation of the
independent committee members, insurance, expenses of legal counsel, accounting or other advisors and
reimbursement of committee member expenses) and extraordinary expenses. Please see Item 12 for more
information regarding brokerage related costs incurred by the Funds.

Item 7: Types of Clients

As described in Item 4, Indaba currently provides investment advice solely to the Funds. Investors in the
Feeder Funds include high net worth individuals, trusts, investment companies, foundations, endowments,
pension plans, and a variety of other institutional investors (including, but not limited to, funds-of-funds).
Investors must be (i) “accredited investors” for purposes of Regulation D under the Securities Act, and (ii)
“qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act.

The minimum initial or additional investment by an Investor in a Feeder Fund is $5,000,000; however,
lesser amounts may be accepted at the sole discretion of the General Partner.

INDABA CAPITAL MANAGEMENT, L.P.                                                FORM ADV PART 2A