Opaleye Management Inc

Item 5.         Fees and Compensation

Fee Structure

We charge a monthly management fee of 2% annually, billed monthly in advance, and a performance-
based allocation of 10% of the first 20% of profits and 20% thereafter, calculated annually and subject to
a high-water mark.

For the Fund, Opaleye directly debits the Fund’s custodial account for management fees. Fees are billed
monthly in advance, based on the net asset value of the Fund as of the first business day of each calendar
month.

Fees for the Managed Account are billed monthly in advance in accordance with the management
agreement, based on the account value as of the first business day of each calendar month.

Opaleye employees may invest in the Fund, and Opaleye typically waives management fees and
performance allocations with respect to such investments.

Fees in General

Opaleye and/or the General Partner may negotiate its fee and elect to waive or reduce the management fee
in whole or in part for any limited partner or the Managed Account.

Account Termination

Investors may not withdraw from the Fund during the first year following their initial investment.
Thereafter, withdrawals may be made at the end of any quarter upon 30 days’ prior written notice, which
may be waived in Opaleye’s sole discretion. Opaleye may also, in its discretion, process withdrawals at the
beginning of any month.

Investors should refer to the Fund’s Offering Documents for a detailed account of termination and
withdrawal provisions.

For the Managed Account, If the Managed Account client wants to terminate the management account
agreement, they must do so in writing. Any excess prepaid fees incurred upon termination will be mutually
agreed upon and reimbursed to the Managed Account.

Other Fees and Expenses
Opaleye’s fees exclude brokerage commissions, transaction fees, markups and markdowns, and other related costs and
expenses, which are borne by the Fund and the Managed Account client. In addition, the Fund and the Managed
Account client may incur certain charges imposed by custodians, brokers, and other third parties such as custodial
fees, transfer taxes, wire transfer and electronic fund fees, and additional fees and taxes on accounts and securities
transactions. Please see Item 12 – Brokerage Practices of this Brochure for important disclosures regarding our

Item 7.        Types of Clients

Opaleye currently provides portfolio management services exclusively to pooled investment vehicles and
the Managed Account, which is a parallel managed account. Pooled investment vehicles are available only
to investors who satisfy certain suitability standards. There is a $1,000,000 minimum investment amount
requirement to invest in the fund, however, Opaleye may accept less at its discretion.