Soleus Capital Management LP

Item 5 - Fees and Compensation

       A.      Fees

Soleus Capital generally receives a management fee (“Management Fee”) and performance-based
compensation (“Performance Allocation”) from each Fund (together, “Fees”). Management Fees
and the Performance Allocation relating to each Fund are set forth in its respective Offering
Documents. Management Fees for a Fund vary up to 2.5% of the value of the Fund’s capital
account, the Fund’s capital commitments, or the cost basis of the Fund’s investments plus its
unfunded capital commitments, depending on the Fund.

The Performance Allocation varies by the terms of each Fund’s Offering Documents and may be
up to 30%. Soleus Capital reserves the right to negotiate, waive, reduce, rebate, or calculate
differently, its Fees with respect to any Client and any Fund investor. To the extent Soleus offers
advisory services to managed accounts in the future, it will do so pursuant to negotiated fees with
each Client, as documented in the Client’s investment management agreement.

       B.      Billing

Soleus Capital generally deducts Management Fees directly from a Fund’s account held at a
qualified custodian in advance, on, or promptly after the first day of each quarter and, where
applicable, will realize a Performance Allocation as set forth in the Fund’s Offering Documents.
Management Fees paid in advance shall be refunded if an investor redeems its interest prior to the
end of the quarter in which the Management Fee was paid. Such refund shall be computed on a
pro-rata basis for such partial period.

       C.      Additional Expenses

Clients generally bear transaction fees and certain other operating expenses, including, but not
limited to, custodial expenses, service provider costs, litigation costs, operational costs,
communications expenses, regulatory costs and expenses (including those relating to regulatory
and compliance filings), legal fees, research and due diligence costs and expenses (including
investment-related travel expenses), taxes and other related costs and expenses that are incurred
by the Client.

Transaction fees generally include brokerage commissions, mark-ups, mark-downs and other
commission equivalents as well as spreads and/or transaction costs related to transactions effected
for a Client by executing broker-dealers. As described in Item 12, Brokerage Practices, Soleus
Capital chooses broker-dealers to effect these transactions subject to its obligation to seek best
execution. For a more detailed discussion of brokerage expenses, please see Item 12 – Brokerage
Practices.

The Funds also bear organizational expenses, including expenses related to negotiating Fund
documentation, filing fees, and other accounting and legal fees related to organization of the Funds
(collectively, “Organizational Expenses”). Such charges, fees, and commissions are in addition to
Soleus Capital’s Management Fees and Performance Allocation (if applicable).

If any operating expense or other cost is incurred jointly by more than one Fund, such costs and
expenses are generally expected to be paid pro rata by such entities based on the net asset value of
such entities. Soleus Capital has the discretion to cause such expenses to be paid by such Funds
pursuant to another methodology if it reasonably determines that it would be fair and equitable to
do so.

At times, Soleus Capital and/or a Fund’s general partner will engage a third-party placement agent
to distribute a Fund’s interests to investors in exchange for a placement fee with respect to such
investors’ subscriptions to the Fund. Under certain placement agent arrangements, the Fund is
responsible for paying such placement fee to the placement agent. Certain Funds’ Offering
Documents also provide that this placement fee will offset, on a dollar-for-dollar basis, the
Management Fees paid by the relevant Fund to Soleus Capital. In the future, a Fund may issue a
new class or series of interests (as applicable) to investors sourced by a third-party placement agent
and these interests may be charged a Management Fee that is higher than the Management fee for
other classes of the same Fund’s interests. The increase in the Management Fee paid to Soleus
Capital would ultimately be payable by Soleus Capital to the placement agent in connection with
an applicable investor’s subscription to the new class of Fund interests. For a more detailed
discussion of placement agents for the Funds, please see Item 14 – Client Referrals and Other
Compensation.

From time to time, certain affiliates of Soleus Capital (including the general partners of certain
Funds) receive monitoring fees, transaction fees, upfront fees, and/or break-up fees from
transactions with certain portfolio companies in which the Funds are invested. In these cases, it is
generally Soleus Capital’s policy to allocate the fees to offset the Management Fee payable to
Soleus Capital by any Funds that participate in a transaction from which the fees were derived.
Also, from time to time, employees or partners of Soleus Capital serve as directors with respect to
portfolio companies in which certain Funds invest, and compensation is paid to Soleus Capital, its
affiliates, or its employees or partners for the provision of the director’s services. In these instances,
it is generally Soleus Capital’s policy to allocate compensation received for serving as a director
to offset the Management Fee of any Funds that participate in the transaction from which Soleus
Capital derived the right to the board seat.

For a more complete discussion regarding fees and expenses applicable to a particular Fund, please
refer to the appropriate Offering Documents.

Neither Soleus Capital, nor any of its supervised persons, accepts compensation for the sale of
securities or other investment products.

Item 7 - Types of Clients

As described in Item 4, Soleus Capital currently provides investment advisory services to privately
offered pooled investment funds including partnerships or other pooled investment vehicles
formed under domestic or non-U.S. laws and operated as investment pools that are excluded from
the definition of an investment company under the Investment Company Act of 1940, as amended
(the “Company Act”). In the future, Soleus Capital may also advise institutional managed account
Clients. At this time, it is not anticipated that Soleus Capital will provide advice to advisory clients
that are “retail investors” as defined by Rule 204-5(d)(2) under the Investment Advisers Act of
1940, as amended (“Advisers Act”). Fund investors generally include institutional investors and
other sophisticated investors. Please note that investors in Funds are not Clients of Soleus Capital
by virtue of their investment in a Fund. Each Fund’s Offering Documents impose a minimum
contribution for investment, which varies from Fund to Fund, and is subject to Soleus Capital’s
sole discretion to accept contributions in lesser amounts. Soleus Capital may waive the minimum
investment or contribution with respect to any Client in its sole discretion.

Interests in the Funds are currently offered on a private placement basis, and where applicable, in
reliance on Section 3(c)(7) of 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, non-U.S. Funds
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.

In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified
client” as defined by Section 205 of the Advisers Act, and Rule 205-3 thereunder.