Altai Capital Management LP

Item 5—Fees and Compensation

Clients are typically charged a management fee that is generally based on the net asset value (“NAV”) of the
assets under management at a negotiated rate depending upon the type of fund or account managed. Certain
Clients will also be charged an annual performance fee depending upon the investment mandate. In such
cases, the negotiated performance fee generally will be based on net capital appreciation at the end of a fiscal
year for Altai Capital’s open-ended alternative offerings and realized gains for close-ended funds.

With respect to Altai Capital’s open-ended alternative offerings (in Fund and separately managed account
format), losses can be typically carried forward from year-to-year, depending on the Client’s terms and
conditions, so that no performance fee (or a reduced performance fee) is charged unless some or all of such
losses incurred through the end of the period for which the fee is to be paid (or made) have been recouped
(such an arrangement being called a high water mark provision).

Generally, the management fee is payable in advance, and is calculated and assessed as of the first day of
each calendar quarter depending upon the Client. Withdrawing Investors from a Client that terminates
investment advisory services before the end of a billing period are generally refunded any prepaid fees in
excess of those applicable to the period of actual investment. Similarly, Investors that contribute to a Client
on a day other than the first day of a calendar quarter are pro-rated. With respect to separately managed
accounts, fee arrangements are negotiated prior to the engagement of Altai Capital as an investment advisor.
In regard to Funds, the respective offering documents will disclose detailed information regarding the fees
charged to the Funds. The Fund offering documents generally permit Altai Capital or an affiliate of Altai
Capital to waive, rebate, or reduce all or part of the management fee and/or performance fee with respect to
investments made by certain investors without waiving, rebating, or reducing the fees charged/payable to
other investors (such as in the case of, but not limited to, investments in a Fund made by affiliates and
employees of Altai Capital). In addition, in certain cases Altai Capital will have the discretion to grant special
or more favorable rights, without limitation, with respect to fees, transfers, notices and transparency. Such
rights may be granted to any Fund investor, including, without limitation, principals, members or employees
(and their respective family members) of Altai Capital and its affiliates and other select third parties. To
effect such waivers or modifications or to grant any special or more favorable rights, the Fund will enter into
agreements ("Side Letters").

Altai Capital may invest a portion of the Clients’ assets in shares of mutual funds or other investment
companies, including Exchange Traded Funds (“ETFs”). Assets invested in such investment companies will
be included in computing the management fees paid to Altai Capital. The same assets will also be subject to
additional advisory and other fees and expenses, as set forth in the prospectuses of those investment
companies, paid by the investment companies, but ultimately borne by the Clients.

Depending upon the Client and the authority granted to Altai Capital, Altai Capital will deduct its fees from
the Client based on the terms of the investment management agreement or offering documents. Generally,
separately managed accounts will be billed and will authorize payment to Altai Capital.

Clients will generally incur brokerage and other transaction costs in connection with the purchase and sale
of investments by Altai Capital. Clients may also incur, to the extent permitted under the applicable Client
documentation, costs and expenses associated with borrowing arrangements and other indebtedness.

Further, with respect to separately managed accounts, the expenses charged vary, and typically include but
are not limited to: legal/compliance fees; administration, audit, accounting (including, but not limited to,
trading, risk, portfolio management and accounting systems and software) and tax preparation fees; and
administrative fees and custodial and transaction costs paid to custodians, broker-dealers and other third

parties; all of which are detailed in the investment management agreements. With respect to the Funds,
expenses charged to underlying investors are detailed in the Funds’ offering documents.

Investors should review all fees charged by Altai Capital, custodians and broker-dealers and other third
parties to fully understand the total amount of fees to be paid by Clients. For information on brokerage costs,
please also see “Item 12—Brokerage Practices”.

Fees Paid in Advance

Please see responses in Item 5 above.

Additional Compensation and Conflicts of Interest

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

Item 7—Types of Clients

Altai Capital provides investment advisory services to private investment funds and separately managed
accounts. Investment advice is provided directly to the Clients according to the Clients’ particular investment
objectives and not individually to the Clients’ Investors.

Investors in Altai Capital Funds and separately managed accounts must be both “Accredited Investors” and
“Qualified Purchasers” and may include, among others, high net worth individuals, corporations, trusts,
charitable institutions, foundations, endowments, “fund of funds” and other U.S. and international
institutional investors.

The offering memorandum for each Fund sets forth the required minimum amounts for investment by
Investors in such Fund. Altai Capital, or an affiliate of Altai Capital, may waive such minimum.