ADI Capital Management LLC

ITEM 5 – FEES AND COMPENSATION
Management Fee

Adi Capital charges investors a quarterly management fee (the “Management Fee”) at the Intermediate
Fund level, which is calculated at an annual rate of 1.50% of each investor’s capital account or net assets.
The Management Fee is paid quarterly in advance, based on the value of each investor’s capital account or
net assets, as of the first business day of each calendar quarter. The Management Fee will be adjusted for
contributions and withdrawals or redemptions made during the quarter.

Management Fees are generally not negotiable; however, Adi Capital has waived or modified the
Management Fee for investors that are members, employees or affiliates of Adi Capital or the General
Partner, relatives of such persons, and for certain large or strategic investors, and may do so again in the
future.

Performance-based Allocation

At the end of each fiscal year, the General Partner, as the holder of a priority allocation capital account
interest in the Intermediate Fund, will receive, in the aggregate, at the Intermediate Fund level, an annual
incentive allocation equal to between 15% to 20% of the net profits attributable to an investor’s interests or
shares in the Onshore Fund or the Offshore Fund, respectively, subject to a loss carryforward provision (the
“Incentive Allocation”).

When calculating the Incentive Allocation at the Intermediate Fund level, net profits will be reduced by the
Management Fee, and all items of income, loss and expense incurred at the feeder fund level and the Master
Fund level will be taken into account.

The General Partner has waived or modified the Incentive Allocation for investors that are members,
employees or affiliates of Adi Capital or the General Partner, relatives of such persons, and for certain large
or strategic investors, and may do so again in the future.

See Item 6 for discussion of potential conflicts of interest associated with the performance-based
compensation received by the General Partner.

It should be noted that certain large or strategic investors are subject to lower Management and/or
Performance-based fees than those detailed above. Please see Item 10 for additional information on such
side-letter arrangements.

Expenses

Adi Capital renders its services to the Funds at its own expense and is responsible for its overhead expenses
including: office rent; utilities; furniture and fixtures; stationery; secretarial/internal administrative services;
salaries and bonuses; entertainment expenses; employee insurance and payroll taxes. In addition, as more
fully discussed in Item 10, Adi Capital pays Ratan a fee for the Support Services provided pursuant to a
Services Agreement. The Funds do not bear any portion of such fee.

All other expenses are paid by the Funds and include: the Management Fee; Fund legal, compliance
(including, but not limited to, costs related to Foreign Account Tax Compliance Act reporting), audit and
accounting expenses (including third party accounting services); fees and expenses of the Funds’
administrator (including, but not limited to, software necessary for trade capture and portfolio
management); fees and expenses related to various filings (or portions thereof) made in connection with
managing the Funds’ portfolio (including, but not limited to, Section 13 filings, Section 16 filings and Form
PF (if applicable) and Swiss Paying Agent fees); shareholder proxy voting services; organizational

expenses; investment expenses such as commissions, research fees and expenses (including research
subscriptions, research-related travel and research related third-party advisers or consultants); portfolio
valuation expenses (including data feeds and third-party valuation agents); interest on margin accounts and
indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fund-related
insurance costs (including D&O and E&O insurance); directors' fees and expenses (as applicable); each of
the Onshore Fund and the Offshore Fund’s pro rata share of the expenses of the Intermediate Fund and the
Master Fund; and any other expenses reasonably related to the purchase, sale or transmittal of Fund assets.

Organizational expenses of each Fund will be paid by that Fund and, for net asset value purposes, are being
amortized over a period of up to 60 months from the date that the applicable Fund commenced operations.

Please refer to Item 12 – Brokerage Practices, for further information regarding Adi Capital’s brokerage
practices.

ITEM 7 – TYPES OF CLIENTS
Adi Capital provides investment advisory services to the Funds intended for sophisticated investors and
institutional investors. Investors in the Funds must also meet certain eligibility requirements which
generally require an investor to qualify as an “accredited investor” as defined in Rule 501 under Regulation
D under the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51)
of the Investment Company Act of 1940, as amended. Investors also need to meet additional requirements
set forth in the subscription agreements for the Funds.

With respect to the Funds, the minimum initial investment is $1,000,000, subject to reduction at the
discretion of Adi Capital or the General Partner. The minimum subsequent capital contribution is $100,000,
subject to reduction at the discretion of Adi Capital or the General Partner.