Tenaron Capital Management LP

Item 5. Fees and Compensation

Asset-Based Compensation. The Funds pay an asset-based fee each quarter, in advance, in an amount
ranging from 1.0% to 2.0% per annum based on the value of the net assets of the respective Fund on the
first day of the quarter (the “Asset-Based Compensation”). If an investor invests during a quarter or makes
an additional subscription during a quarter, the Asset-Based Compensation is charged as of the effective
date of such subscription based on the value of the assets as of the applicable date and is prorated for the
number of months remaining in the quarter. The Adviser has waived the Asset-Based Compensation for
investors that are members, employees or affiliates of the Adviser, the Affiliated UK Sub-Adviser, or Tenaron
Capital GP LLC, an affiliate of the Adviser, and for relatives of such persons, and reserves the right to continue
doing so in the future. The Asset-Based Compensation payable with respect to a strategic investor’s
investment in one or more Funds managed by the Adviser shall be reduced in certain circumstances
depending on the performance of such strategic investor’s other account(s) managed by the Adviser.

Performance-Based Compensation. The Relative Value Funds pay an annual performance fee (the
“Performance-Based Compensation”) to Tenaron Capital Relative Value Partners GP LLC, an affiliate of the
Adviser (the “Relative Value General Partner”), which is based on a share of net capital appreciation of the
assets of each Relative Value Fund. The Macro Funds pay the Performance-Based Compensation to
Tenaron Capital Macro Partners GP LLC, an affiliate of the Adviser (the “Macro General Partner”), which is
based on a share of net capital appreciation of the assets of each Macro Fund. The Performance-Based
Compensation rate for the Relative Value Funds is equal to 20% and is subject to a loss carryforward
provision. The Performance-Based Compensation rate for the Macro Funds varies between 20% to 30%
depending on the share class and is subject to a loss carryforward provision. Each Fund has the ability to
issue share classes with fee structures that differ from other share classes offered in the same Fund, or differ
from similar share classes offered in a different Fund. The Performance-Based Compensation may differ for
a strategic investor with respect to the Relative Value Funds and Macro Funds. The Adviser has waived the
Performance-Based Compensation for investors that are members, employees or affiliates of the Adviser,
Affiliated UK Sub-Adviser, or the Relative Value General Partner, Macro General Partner and for relatives of
such persons, and reserves the right to continue doing so in the future.

The Asset-Based Compensation and the Performance-Based Compensation for the Funds are paid
pursuant to instructions to the Master Funds’ custodians to deduct it from the Master Funds’ accounts.

These fees are generally not negotiable, but the Adviser may enter into side letters with different fee
arrangements as discussed in Item 10. The Adviser pays a portion of the Asset-Based Compensation to
each of (i) a certain strategic investor in the Funds, pursuant to agreements among the Adviser, the Funds
and that investor, and (ii) the Affiliated UK Sub-Adviser pursuant to the Affiliated UK Sub-Adviser’s sub-
advisory agreement. The Funds pay a portion of the Performance-Based Compensation to the strategic
investor pursuant to the agreements among the Adviser, the Funds and that strategic investor.

Other Expenses. In addition to bearing the Asset-Based Compensation and Performance-Based
Compensation, if any, the Funds are also subject to other expenses including, but not limited to, legal,
compliance (including expenses relating to compliance and regulatory filings, including Form PF, Form D,
Form CPO-PQR, Section 13 and Section 16 filings, made with respect to the Funds’ assets), administrator,
audit and accounting expenses (including third-party accounting services and accounting software);
shareholder proxy voting services, if any; organizational expenses; investment expenses such as
commissions, research fees and expenses; trading-related technology software costs deemed by the
Adviser to benefit the Funds such as portfolio, order and risk management systems; interest on margin
accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service
fees; Fund-related insurance costs (including D&O and E&O costs for the Adviser, the Relative Value
General Partner, Macro General Partner and outside directors of a Fund); directors’ fees and expenses; a
Fund’s pro rata share of the expenses of the Master Funds (which will generally include expenses of a
Fund and other feeder vehicles that invest in the Master Funds); and any other expenses reasonably related
to the purchase, sale or transmittal of Fund assets, including brokerage expenses. For a more detailed
discussion of the Adviser’s brokerage practices, please see Item 12 – Brokerage Practices.

The allocation of expenses by the Adviser between it and any Advisory Client and among Advisory Clients
represents a conflict of interest for the Adviser. The Adviser has adopted an expense allocation policy that
is designed to address this conflict. The Adviser allocates expenses to Advisory Clients in accordance with
the Adviser’s expense allocation policy and procedures set forth in the Adviser’s compliance manual, as
well as the Advisory Clients’ offering memoranda. The Adviser seeks to allocate shared expenses for
products and services benefiting the Adviser and Advisory Clients in a manner that is fair and reasonable
over time. Generally, such shared expenses are allocated proportional to each Advisory Clients’ assets
under management; however, the Adviser may deviate from such approach if it determines doing so would
be appropriate based on the particular facts and circumstances. To the extent the Adviser deviates from
...

Item 7. Types of Clients

The Adviser provides investment management services to the Funds that are exempt from registration
under the Investment Company Act, which are intended for sophisticated investors. Generally, interests in
the Funds are offered exclusively to (A) investors that are “qualified purchasers” or “knowledgeable
employees” as defined in the Investment Company Act and/or (B) investors that are not U.S. Persons within
the meaning of Regulation S promulgated under the U.S. Securities Act of 1933, as amended.

With respect to the Funds, initial and any additional subscription minimums are disclosed in the offering
memorandum for the applicable Fund, subject to reduction at the discretion of the general partner of the
applicable U.S. Fund or the directors of the applicable Offshore Fund, but not below applicable statutory
requirements.