ProSight Management LP

Item 5 – Fees and Compensation

In consideration of our advisory services, Prosight Management generally is entitled to receive management
fees and performance-based compensation with respect to the Clients. The fees and expenses applicable to
the Fund Clients are set forth in detail in their respective Offering Documents and the fees and expenses
applicable to the Managed Account Clients are set forth in their respective Advisory Agreements. However,
a summary of Prosight Management’s basic fee schedule is set forth below.

The Fund Clients

Management Fee. Prosight Management generally charges each of the Fund Clients an asset-based
management fee, payable quarterly in advance, equal to 0.375% (1.5% per annum) of the net asset value of
the capital account or series of interests of each investor in such Fund Client (including net unrealized
appreciation or depreciation of investments and cash, cash equivalents and accrued interest) as of the
beginning of such calendar quarter (the “Management Fee”). The Management Fee is calculated and paid
in advance but is amortized monthly over the quarter for which such Management Fee is being paid. The
Management Fee is prorated with respect to any new or additional capital contribution effective other than
as of the first business day of a calendar quarter. In the event of a withdrawal by an investor in the Fund
Clients other than as of the last day of a calendar quarter, a pro rata portion of the Management Fee, based
upon the actual number of days remaining in such quarter, is repaid by Prosight Management to the
respective Fund Client for credit to the investor’s account. The Management Fee is deducted directly from
the capital account or series of each investor in the Fund Clients.

Performance Allocation. Subject to certain terms, limitations and conditions set forth in the applicable
Offering Documents, at the end of each fiscal year (and such other times set forth in the Offering Documents
of each Fund Client), Prosight Management generally is entitled to receive a performance-based allocation
(“Performance Allocation”) that is equal to a percentage of the net profits allocated to the capital account
of each investor in a Fund Client during the applicable period (subject to certain adjustments and the “high
water mark” described below). The performance allocation percentage generally is no more than 20% with
respect to the capital account of each investor in the Fund Clients.

The Performance Allocation is subject to a “high water mark” limitation (or cumulative loss provision). As
a result, after the first fiscal year in which a Performance Allocation is earned, the Performance Allocation
for subsequent years applies only to the extent that an investor’s pro rata share of net profits measured on
a cumulative basis, net of any losses, for all years since admission exceeds the highest level of such
cumulative net profits achieved through the close of any prior year since admission. If an investor in a
Fund Client makes a withdrawal at a time when its capital account balance is below its historic “high water
mark”, the level of the high water mark will be ratably reduced to reflect such withdrawal. The Performance
Allocation is calculated and charged to each investor in a Fund Client at the end of each fiscal year and
such other dates set forth in the applicable Offering Documents. The Performance Allocation is re-allocated
from each capital account of an investor to the capital account of Prosight Management.

Each investor in Prosight Fund, LP generally is required to certify that it is, among other things, both an
“accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as amended) and a “qualified client” (as such term is defined in Rule 205-3 under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”)). Each investor in Prosight Plus Fund, LP generally
is required to certify that it, among other things, is both an “accredited investor” and a “qualified purchaser”
(as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Company
Act”)).

Fees with respect to an investor in a Fund Client generally and not negotiable. However, Prosight
Management has entered into and may enter into side letters or other similar arrangements with certain
investors in the Fund Clients that waive, reduce or calculate differently the Management Fee and/or the
Performance Allocation with respect to such investors.

Other Fees and Expenses. In addition to the Management Fee and the Performance Allocation, each Fund
Client generally is required to bear (and reimburse Prosight Management and its affiliates for) all costs
and expenses relating to its activities. A summary of certain costs and expenses that generally are required
to be borne by the Fund Clients is set forth below:

        (a) all costs, expenses, or charges incurred by the Fund Clients, directly or indirectly, in
            connection with the investment and trading activities of the Fund Clients, including without
            limitation, brokerage commissions, mark-ups, margin interest, expenses related to short sales,
            custodial fees, clearing and settlement charges, and other transaction costs to brokers and/or
            all expenses incurred in developing, evaluating, negotiating, consummating, monitoring,
            structuring, trading, effecting, settling, holding and/or disposing of investments, including
            expenses which the general partner reasonably determines to be related to the activities of the
            Fund Clients or the investment of the Fund Clients’ assets;

        (b) all costs and expenses associated with the organization of the Fund Clients and the offering
            of interests in the Fund Clients, including legal and accounting fees, printing costs, travel and
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Item 7 – Types of Clients

As discussed in Item 4 (Advisory Business), Prosight Management provides investment advisory,
management, sub-advisory and other services to the Fund Clients, which are affiliated pooled investment
vehicles, and Managed Account Clients of unaffiliated pooled investment vehicles. Prosight
Management may in the future provide investment advice and other services to other clients or types of
clients.

The minimum initial capital contribution required for an investor in the Fund Clients is set forth in the
applicable Offering Documents.

To invest in the Fund Clients, each investor generally is required to certify that it is, among other things, an
“accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as amended), and either a “qualified client” (as such term is defined in Rule 205-3 under the Advisers
Act), or a “qualified purchaser” (as such term is defined in Section 2(a)(51)(A) of the Company Act). Each
prospective investor generally is required to complete and return various subscription documents to the
Fund Clients, which are designed to provide the Fund Clients, Prosight Management and their affiliates and
agents with important information about the investor. Subscriptions may be accepted or rejected, in whole
or in part, in the sole discretion of Prosight Management.

The Managed Account Clients are required to enter into the Advisory Agreements that, among other things,
set forth the nature and scope of the investment advisory authority of Prosight Management and the
investment objectives, guidelines and restrictions applicable to the management of the Managed Account
Clients. Prosight Management does not have a minimum account size for Managed Account Clients.

For a further discussion of these and related items, see Item 4 (Advisory Business) and Item 10 (Other
Financial Industry Activities and Affiliations).