Tetragon Partners LP

Item 5     Fees and Compensation

The Firm or its affiliates generally receive Management Fees and Performance-Based Fees (each
as defined below) from Clients. A Client may also reimburse the Firm and its affiliates for certain
expenses and/or make other payments to the Firm or its affiliates for services provided to its
portfolio investments. Additionally, consistent with the Governing Documents of a Client, the
Clients typically bear certain out-of-pocket expenses incurred by the Firm in connection with the
services provided to the Client and/or the portfolio investments. Further details about certain
common fees and expenses are set forth below.

Management Fees

As compensation for investment supervisory services rendered to the Clients, the Firm receives
from each such Client a management fee (each, a Management Fee) typically calculated based on
either a percentage of the net asset value (NAV) or account balance with respect to such Client or
the aggregate amount of invested capital with respect to such Client. Management Fees may be
reduced during the life of a Client. The precise amount of, and the manner and calculation of, the
Management Fees for each Client are established by the Firm and are set forth in such Client’s
Governing Documents. Management Fees are generally subject to modification, waiver or
reduction by the Firm in its sole discretion, both voluntarily and on a negotiated basis with selected
investors via side letter and other arrangements, which may not be disclosed to other investors in
the same Client. The fee structures described herein may be modified from time to time. Fees
may differ from one Client to another, as well as among investors in the same Client.

Management Fees are typically paid monthly in advance. As redemptions from Clients are
generally limited to specified redemption dates falling at month end, the Firm does not typically
refund any pre-paid Management Fees. However, if services with respect to a particular Client are
terminated prior to the complete rendering of services for the period, the Firm generally refunds
to the relevant Client Management Fees on a prorated basis.

For CLOs managed by TCICM, the CLO Managers, fees and compensation vary depending on the
particular CLO managed. Such fee and compensation terms are described in the applicable
Governing Documents of the CLO. The CLO Manager may manage CLOs with different fees,
fee structures and schedules, and expenses payment arrangements. Typically, the CLO Managers
are entitled to receive collateral management fees, which typically consist of a senior collateral
management fee, subordinated collateral management fee and an incentive collateral management
fee as well as the reimbursement of certain expenses.

As compensation for managing a particular CLO, the CLO Managers typically receive a
management fee calculated as an annual percentage of the value of the managed collateral. Finally,
an incentive collateral management fee or additional incentive return in the form of a profits
interest may be payable to the CLO Managers or an affiliate subsequent often to holders of the
lowest rated tranche of notes or interests having surpassed a specified internal rate of return. This
fee is typically calculated as a percentage of the proceeds in excess of the identified internal rate

of return. Collateral management fees and incentive collateral management fees are generally paid
quarterly pursuant to a distribution waterfall that sets out a priority of payments.

The CLO Managers may engage subadvisors who will typically earn a substantial portion of the
various management and incentive fees from the CLOs for which the CLO Managers act as
collateral manager.

Tetragon Partners Expenses

To the extent provided in the Governing Documents and except as described herein as an expense
of the Clients, Tetragon Partners will bear certain expenses and costs associated with the
performance of its services, including expenses on account of rent, utilities, office supplies, office
equipment, the compensation and expenses of certain of its partners, officers and employees and
other normal and routine administrative expenses relating to the services and facilities provided
by Tetragon Partners to the Clients.

Expenses

   Organizational Expenses

Consistent with the Governing Documents, Clients generally pay for certain expenses related to
their organization, such as legal expenses, accounting expenses, registration expenses, filing
expenses and fees incurred in connection with organizing. Organizational expenses include all
costs and expenses incurred in connection with the preparation of offering and organizational
documents, drafting and negotiating contracts with service providers at or prior to establishing the
fund and its affiliates. Certain clients may have a cap on the previously listed expenses, as
described in the offering materials, disclosure documents and/or governing document of the
relevant clients.

   Operational Expenses

Consistent with the Governing Documents, Clients generally pay for expenses related to their
operation, such as any fees, costs and expenses directly related to the purchase, holding and sale
of the client’s investments including, the costs and expenses of all transactions carried out by it or
on its behalf (including expenses incurred with respect to unconsummated transactions and
including transactions initiated prior to the initial closing of the Client whether consummated or
not, provided such expenses would have qualified as Fund expenses if such transaction had
commenced as of or after the initial closing). In addition, Clients generally pay for all costs and
expenses of the administration of a Client including (without limitation), (i) the charges and
expenses of legal advisers and counsel (including expenses related to regulatory or similar
investigations, inquiries and “sweeps”), auditors (including the audit and certification fees and
...

Item 7     Types of Clients

The Firm currently provides investment management services to the Clients. Investment advice
is provided directly to the Clients (subject to the direction and control of the general partner of
each such Client, if applicable) and not individually to investors in such Client.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and may include, among others, U.S. and non-U.S. institutional investors,
including, among others, governmental and corporate pension and profit- sharing plans, registered
investment companies, financial institutions, trusts, pooled investment vehicles, charitable
organizations, foundations, endowment funds, corporations, other business entities, state and
municipal entities and certain high net worth individuals and family offices.

Additionally, one of the Firm’s subsidiaries, TCICM, currently serves as collateral manager of
various CLO vehicles, funds, managed accounts or other investment vehicles.

The Firm determines in its sole discretion any requirements for entering into an investment
advisory contract or otherwise opening or maintaining a fund or other client account.