Kingdon Capital Management LLC

Item 5.     Fees and Compensation

Kingdon generally receives advisory fees and performance fees (or allocations) in
connection with the investment management and administrative services it
provides to the Funds. Advisory fees and performance fees payable to Kingdon
by a Fund are established by Kingdon at the time of the establishment of a Fund
and may vary among each Fund or classes within a Fund. Specific details of
such compensation and its method of calculation are set out in the investment
management agreements and/or underlying governing documents (including
offering materials) of the relevant Fund. Advisory fees generally are calculated
and payable quarterly in arrears based on the client’s average net assets on the
first day of each month of such quarter, at annual rates ranging from one and a
half percent (1.5%) to two percent (2.0%). Performance fees generally are
calculated and payable annually, in an amount equal to 20% of the excess of net
profits over advisory fees attributable to a Fund in excess of a high water mark.
Advisory fees and performance fees are deducted from each Fund’s assets and
are not billed separately, unless otherwise agreed in advance with the investor

in the Fund, in which case the investor will arrange to pay its portion of the
advisory and/or incentive fee to Kingdon.

The amount and method of the calculation of a performance fee or allocation,
and of an advisory fee, may be changed by Kingdon, or the applicable board of
directors or general partner(s) of a Client, at any time with the consent of the
Client’s investors or limited partners. Kingdon, or the applicable board of
directors or general partner(s) of a Client, may waive all or a portion of a
performance fee or advisory fee for Kingdon, its employees or other designated
class of investors. Kingdon also reserves the right to apply different performance
fee or advisory fee arrangements to investors on an individual basis. With
respect to any performance fees, the Adviser will be in compliance with Rule 205-
3 under the Investment Advisers Act of 1940 (the “Advisers Act”) and with
applicable no-action positions taken by the SEC.

In addition to the advisory fees and the performance fees, each Client may bear
expenses related to its operations and the investment of its assets. The
enumerated list below is detailed but does not contemplate every possible
expense a Client may incur.

Each Client may bear some or all of the following expenses: expenses related to
their operations, including, without limitation, legal, accounting (including the
cost of accounting software packages), audit and tax preparation expenses,
administration fees, investment-related expenses (e.g., interest on margin
accounts and other indebtedness, borrowing charges on securities sold short,
expenses, premiums and charges related to investments in derivatives, options,
forwards, futures and commodities contracts, custodial fees, brokerage fees and
commissions (see Item 12 for more information on brokerage expenses)), legal,
tax and accounting expenses related to actual and potential fund transactions
and investments, clearing and settlement charges, interest expenses,
investment-related consulting and other professional fees, expenses related to:
identifying, evaluating, acquiring, owning, selling or financing investments,
hedging costs (for a more detailed explanation of hedging, please see Item 8),
financing costs, research and trade-related expenses, including, without
limitation, subscriptions, research licensing agreements, consultants and
industry professionals, news and quotation equipment and services (including
fees for data and software providers), investment and trading-related computer
software, including trade order management software, expenses related to
services that manage the filing of eligible class action claims, proxy service fees,
risk management expenses including software and related services and
expenses, withholding and transfer fees, taxes, organizational expenses, costs of
winding up a fund, expenses related to the purchase, sale or transmittal of client
assets, insurance (including D&O and cyber insurance), professional fees and
expenses applicable to a fund (including an independent committee and anti-
money laundering officers), fees and expenses of third party funds invested in by
a fund, third party managers of separately managed accounts and researchers,

indemnity litigation expenses, regulatory filings, and other investment-related
expenses as will be determined by Kingdon or as may be set out in the offering
memoranda of any Fund. Kingdon may bear any of these expenses out of its
own assets or revenues, in its sole discretion. Its decision, however, to do so
with respect to certain expenses or with respect to certain periods will not
obligate it to do so with respect to any other expenses or to continue doing so for
any other periods.

Item 7. Types of Clients

Kingdon provides investment advisory services, as described above in response
to Item 4, to the Funds. Each Fund is not registered or required to be registered
under the Investment Company Act of 1940. The securities of each Fund are

not registered or required to be registered under the Securities Act of 1933 and
are privately placed to qualified investors in the United States and elsewhere.

The Funds generally have a specified minimum investment of $1 million to $5
million, as set out in their offering documents. Investment minimums are
subject to reduction at the discretion of the general partner(s) or board of
directors of the Fund with respect to any investor. Subsequent contributions by
then existing investors may be made in lower amounts. Kingdon may accept or
reject part or all of any subscription for an interest in a Fund at its sole and
absolute discretion.