Pandion Asset Management LP

Item 5 – Fees and Compensation

Management Fees
The Fund is assessed a $500,000 quarterly management fee in exchange for investment management
services payable in advance on a monthly basis to Pandion or its designated affiliate.

Management fees are prorated for partial periods.

Expenses
As more fully described in the Fund’s governing documents the Fund will generally bear expenses in
connection with its investment activities, including, but not limited to: (i) third-party legal, auditing,
consulting and accounting fees and expenses (including costs of reports to the limited partners, financial
statements, and tax returns and regulatory compliance or other consulting fees relating to reports and/or
filings in connection with the Fund’s holdings); (ii) all expenses associated with the discovery, diligence,
acquisition, holding and disposition of its proposed or actual portfolio investments, including third-party
legal, auditing, valuation and other consulting and accounting fees and expenses, travel, insurance, storage,
warehousing, indemnification and other expenses; (iii) research fees and expenses (including research
subscriptions, Bloomberg subscriptions, newsletters, and research fees and expenses paid to advisors or
consultants); (iv) all extraordinary expenses (such as litigation); (v) interest on and fees and expenses
arising out of all permitted borrowings made by the Fund; (vi) third-party expenses relating to
unconsummated transactions; (vii) fees and expenses of the Fund administrator; (viii) all expenses of
liquidating the Fund; (ix) insurance costs (including directors’ and officers’ insurance, errors and omissions
insurance and other similar policies) and (x) any taxes, fees or other governmental charges levied against
the Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of
the Fund. The additional expenses for which the Fund is responsible are set forth in the applicable LPA.

Item 7 – Types of Clients

Pandion primarily provides investment advice to the Fund, as described above.

Interests in the Fund are offered on a private placement basis, and where applicable, in reliance on Section
3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), to persons who
generally are “accredited investors” as defined under the Securities Act of 1933, as amended (the
“Securities Act”), and “qualified purchasers” as defined under the Company Act, and who are subject to
certain other conditions, which are fully set forth in the offering documents of such Funds. Interests in, or
shares of, the Feeder Fund are generally offered to persons who are not “U.S. Persons,” as defined under
Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially comprised
of tax-exempt U.S. Persons) on a private placement basis, and who are subject to certain other conditions,
which are fully set forth in the offering documents of such Funds.