ALUA Capital Management LP

FEES AND COMPENSATION

    A. Advisory Fees and Compensation.

      The fees applicable to each Fund will be set forth in detail in each Fund's offering
documents. A brief summary of such fees is provided below.

        1. Domestic Fund

            (a) Management Fee

        Generally, the Domestic Fund pays the Investment Adviser a fee for investment
management services (the “Management Fee”) for each fiscal quarter equal to 0.375% (1.5%
per annum) of the beginning balance of each capital account of an investor for such fiscal
quarter, before taking into account any estimated accrued Incentive Allocation (as described
below). Payment of the Management Fee will be made within 15 days of the first day of each
fiscal quarter, or as soon as reasonably practicable thereafter.

         The Management Fee will be prorated for partial quarters, and a pro rata portion of any
Management Fee paid in advance will be distributed by the Domestic Fund to any investors
permitted to withdraw all or a portion of their interests from the Fund prior to the end of a fiscal
quarter. In the event that an investor makes a capital contribution other than as of the first day of
a fiscal quarter, a pro rata portion of the Management Fee, based on the actual number of months
remaining in such fiscal quarter, will be paid to the Investment Adviser. In the sole discretion
of the Investment Adviser, the Management Fee may be waived, reduced or calculated
differently with respect to certain investors.

            (b) Incentive Allocation

        Generally, at the end of each fiscal year, the Fund General Partner is entitled to an
incentive allocation (the “Incentive Allocation”) in an amount equal to 30% for net capital
returns in excess of 5% but less than or equal to 15%, and a rate of 20% for net capital returns
over 15%. The rate is 0% for net capital returns between 0% and 5%.

        In the event that the Domestic Fund is terminated or an investor withdraws other than
at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable
at such time to the Fund General Partner, net capital appreciation will be determined as if such
dates were the end of the fiscal year, subject to certain adjustments. In the sole discretion of the
Fund General Partner, the Incentive Allocation may be waived, reduced or calculated
differently with respect to certain investors.

        2. Offshore Fund

            (a) Management Fee

        Generally, the Offshore Fund pays the Investment Adviser a Management Fee for each
fiscal quarter equal to 0.375% (1.5% per annum) of the net asset value of each series of shares
as of the beginning of such fiscal quarter, before taking into account any estimated accrued
Offshore Incentive Allocation (as described below). Payment of the Management Fee will be

made within 15 days of the first day of each fiscal quarter, or as soon as reasonably practicable
thereafter.

        The Management Fee will be prorated for partial quarters, and a pro rata portion of any
Management Fee paid in advance will be distributed by the Offshore Fund to any shareholders
permitted to withdraw all or a portion of their shares from the Offshore Fund prior to the end
of a fiscal quarter. In the event that a shareholder makes a subscription for shares other than
as of the first day of a fiscal quarter, a pro rata portion of the Management Fee, based on the
actual number of months remaining in such fiscal quarter, will be paid to the Investment
Adviser. In the sole discretion of the Investment Adviser, the Management Fee may be waived,
reduced or calculated differently with respect to certain investors.

           (b) Offshore Incentive Allocation

        Generally, at the end of each fiscal year, the Fund General Partner is entitled to an
incentive allocation (allocated at the level of the Intermediate Fund) (the “Offshore Incentive
Allocation”, and together with the Incentive Allocation, the “Performance Compensation”)
in an amount equal to 30% for net capital returns in excess of 5% but less than or equal to 15%,
and a rate of 20% for net capital returns over 15%. The rate is 0% for net capital returns between
0% and 5%.

       In the event that shares are redeemed other than at the end of a fiscal year, the Offshore
Incentive Allocation will be determined solely with respect to the shares so redeemed as of the
redemption date. In the sole discretion of the Fund General Partner, the Offshore Incentive
Allocation may be waived, reduced or calculated differently with respect to certain investors.

   B. Payment of Fees.

       Fees and compensation paid to the Investment Adviser or its affiliates by the Funds will
generally be deducted from the assets of such Funds.

   C. Additional Fees and Expenses.

        The Feeder Funds will bear their own expenses and, as applicable, their pro rata share
of the Intermediate Fund's and the Master Fund's expenses and any trading subsidiary or special
purpose vehicle's expenses, including, without limitation, the following: (i) the Management
Fee; (ii) expenses related to the research, due diligence, financing, monitoring and disposition
of actual and prospective investments, whether or not the investment is consummated,
including, without limitation, the following: third-party investment sourcing fees (including,
without limitation, performance-based fees); fees and expenses related to obtaining research
and market data (including, without limitation, any information technology hardware, software
or other technology incorporated into the cost of obtaining such research and market data, and
including fees and expenses related to obtaining, processing and analyzing research or market
data); due diligence expenses including, without limitation, consulting and appraisal fees;
brokerage, prime brokerage and futures commission merchant fees, commissions and expenses,
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TYPES OF CLIENTS

We provide investment advice to the Funds, as described above.