Mangrove Partners IM LLC

Item 5: Fees and Compensation

Management Fees

The Adviser receives fees for its advisory services based on a percentage (generally, approximately
2% annually) of assets under management. In general, the Adviser deducts fees from assets.
Management fees are payable monthly in advance and are calculated by a third-party administrator.
Management fees are prorated for any month during which the Adviser does not serve as investment
manager for the entire month. The Adviser has discretion to waive, reduce or rebate management
fees.

Performance-Based Compensation

The General Partner is generally allocated 20% of the annual increase in the net worth of an
Investor’s interest in a Fund (the “Performance Allocation”). If, however, there is a decrease in the
net worth of an Investor’s interest in a Fund at the conclusion of a calendar year the Performance
Allocation will be reduced to half of the performance allocation rate until the net worth of the
Investor’s interest increases by an amount equal to twice the decrease.

The General Partner structures Performance Allocation subject to Section 205(a)(1) of the Advisers
Act in accordance with the available exemptions thereunder, including the exemption set forth in
Rule 205-3. In measuring clients’ profits for the calculation of Performance Allocation, Mangrove
Capital includes realized and unrealized gains and losses.

For the Drawdown Feeder and US Feeder, the Performance Allocation is allocated at the end of
each calendar year to a separate series of Cayman Master shares issued by the Cayman Master to
the General Partner. The General Partner reserves the right (i) to receive such compensation in any
form or manner, including from the Cayman Master, Drawdown Feeder, and the US Feeder, so
long as such change does not negatively and adversely affect any investor and (ii) to waive, reduce
or rebate the Performance Allocation or to pay or reallocate a portion of the Performance Allocation
to certain Investors and/or other third parties.

Other Fees and Expenses

Each Fund bears, or reimburses Mangrove and its affiliates for, its organization, operating and
investment expenses and, in the case of the US Feeder and the Drawdown Feeder, their respective
allocable share of the organization and operating expenses of the Cayman Master. Expenses and
fees borne by the Funds include, among other things, (i) all operating and administrative fees and
expenses of the Funds; (ii) all costs and expenses associated with the Funds’ investment program;
(iii) all costs and expenses related to the Funds’ portfolio and trade management systems, risk
management systems and other similar systems; (iv) all expenses related to the indemnification of
any person; and (v) taxes, fees or other governmental charges levied against the Funds. Expenses
and fees are allocated among the Funds in such manner as Mangrove and Mangrove Capital deem
to be fair and reasonable.

                              Mangrove Partners IM, LLC

Side Letters

Mangrove may from time to time enter into agreements with certain investors that may provide for
terms of investment that are more favorable than the terms described in the relevant offering
documents. Such terms may include the waiver, reduction or rebate of management fees, expenses
and/or performance-based allocations, the provision of additional information or reports or more
favorable transfer rights or liquidity terms. No such agreement will necessarily entitle any other
Investor to the same terms of investment.

No supervised person of Mangrove accepts compensation for the sale of securities or other
investment products, including interests in or shares of the Funds.

Item 7: Types of Clients

Mangrove provides portfolio management services to private investment funds. A minimum initial
investment of $1,000,000 is generally required to invest in any of our private funds, with additional
capital contributions equal to at least $50,000. However, Mangrove has discretion to reduce the
minimum initial or additional investment to not less than $100,000 for one or more investors (or
prospective Investors) as long as they qualify to invest based on all other suitability and regulatory
requirements.

US persons must satisfy certain minimum income or asset standards in order to purchase an interest
in a Fund.

Mangrove may decline to accept an investment even if the proposed Investor satisfies such
suitability and regulatory requirements.