Radcliffe Capital Management LP

Item 5 – Fees and Compensation

As a general matter, Radcliffe receives an asset-based fee (the “Fixed Fee”) paid either in advance
or in arrears at a frequency that is described in the offering memorandum, investment management
agreement or other applicable governing document, as applicable.

In the case of Funds structured as a “master-feeder” fund, Radcliffe will typically be paid the Fixed
Fee at the master fund level.

Radcliffe, or a related person of Radcliffe, will also receive a performance-based fee or allocation
(“Performance Compensation”) from certain Clients, as described in the offering memorandum,
investment management agreement or other applicable governing document. Performance
Compensation is based on the net profits and may be subject to a loss carryforward or a hurdle rate.
Performance Compensation is payable at a frequency that is described in the offering memorandum,
investment management agreement or other applicable governing document and upon withdrawals.

Radcliffe or a Fund’s board of directors, as applicable, may waive or reduce the Fixed Fee or the
Performance Compensation in certain situations and with regard to investors in the Funds who are
members, principals, employees or affiliates of Radcliffe or its affiliates, relatives of such persons,
and for certain other investors.

The third-party administrators for pooled vehicles calculate the fees and remit payment of the Fixed
Fee and Performance Compensation, as applicable. For separately managed accounts, Radcliffe
issues an invoice to each Client for its investment advisory fees. The fee terms applicable to
separately managed accounts, including the amount, timing and method of calculation and payment
of Fixed Fees and Performance Fees, rights of termination and other provisions, are subject to
negotiation and are governed by the terms of the investment management agreement.

To the extent that fees are negotiable, some Clients or investors in a Fund may pay more or less than
other Clients or investors for the same investment management services, depending, for example,
on account inception date, number of related investment accounts or total Client assets under
management by Radcliffe. Unless specifically stated otherwise in the investment management
agreement between Radcliffe and a Client, to the extent that Radcliffe has received fees in advance
and the investment agreement with the Client is terminated, Radcliffe will issue a refund for any
unearned fees based on the termination date.

In addition to Fixed Fees and any applicable Performance Fees, Clients will also be responsible for
additional expenses which may include administration fees (if applicable), auditing (if applicable,
including custody audit), and investment expenses such as commissions and charges, clearing and
settlement charges, option premiums and transaction costs, interest on margin accounts and other
indebtedness, custodial fees, bank service fees, wire transfer charges, other taxes or fees on accounts
or securities transactions and any expenses as agreed upon in the investment management agreement
or disclosed in the offering memorandum or other applicable governing document(s) for a pooled
investment vehicle. In addition, with respect to investor assets invested in a master-feeder structure,

each feeder fund bears a pro rata share of the expenses associated with its master fund. Expenses for
pooled investment vehicles are disclosed in the offering memorandum or other applicable governing
document.

Item 12 further describes the factors that Radcliffe considers in selecting broker-dealers for Client
transactions and determining the reasonableness of their compensation.

Item 7 – Types of Clients

Radcliffe provides portfolio management services to pooled investment vehicles, including private
funds and non-U.S. vehicles; institutions and other sophisticated persons, such as corporations,
universities, government pension plans, and other U.S. and international institutions.

For any Client that is a pooled investment vehicle, including the Funds, initial and additional
subscription minimums are disclosed in the offering documents.

Radcliffe ordinarily requires that a separately managed account invests a minimum of $50,000,000.