Blackcrane Capital LLC

Item 5 Fees and Compensation

The Overseas Alpha Fund

The annual management fee is equal to 1.25% of assets under management. However, investors may
negotiate the fees it pays through side letters; all investors may not pay the same fee. The
management fee will be deducted directly from each investor’s account in arrears on the last business
day of each quarter. The Fund will also be charged for any reasonable direct expenses that it incurs,
including but not limited to: fund accounting, audit, custody, and administration. Fees and expenses will
be deducted directly from the Fund.

The reasonable fees, costs and out-of-pocket expenses (including all reasonable legal, accounting,
auditing fees and disbursements) incurred by the Company in connection with the formation of the
Fund (Organizational Expenses) will be paid by the Fund. Organizational Expenses may, for net asset
value purposes, be amortized over a period of up to one hundred and eighty (180) months from the
date the Fund commences operations.

Except as otherwise expressly agreed by the Managing Member, the Fund will bear and pay all of its
reasonable expenses, including, without limitation: Organizational Expenses; legal, accounting, audit and
tax preparation, and other external professional fees and expenses other than Organizational Expenses;
all out-of-pocket costs and fees of evaluating potential investments to be made by the Fund and of
making, holding or selling investments for the Fund; including, without limitation, finder’s, placement,
investment banking, custodian, transfer agent, brokerage, registration and other similar fees and
expenses; travel and entertainment expenses and the costs of litigations related to investments,
including the costs of proxy or corporate control contests; dividends payable with respect to securities
sold short, if any, soft dollar expenses, external research expenses; Bloomberg fees and other expenses
incurred in connection with data services providing real-time price feeds, real-time news feeds,
Securities and company information, company fundamental data, and “S&P Index Alerts,” expenses
incurred with regard to internet and other connection fees and cable television fees, all attributable to
such investments; out- of-pocket costs of reporting to regulatory authorities (if required), the Members,
and providing annual audited financial statements and filing annual tax returns for the Fund; any taxes,
fees or other governmental charges levied against the Fund or its income or assets or in connection with
its business or operations; and all other costs and expenses of the Fund or the Managing Member in
connection with this Agreement other than Overhead Expenses, such as costs of litigation or other
matters that are the subject of indemnification pursuant to this Agreement and costs of winding-up and
liquidating the Fund.

To the extent that the Managing Member or any of its affiliates pays or otherwise bear the costs of any
expenses of the Fund, the Fund will reimburse the Managing Member and its affiliates for the same,
unless the Managing Member or its affiliates expressly waive the right to such reimbursement.

In addition, the Managing Member will bear its own general and administrative expenses, including the
following: office rent; furniture and fixtures; stationery; secretarial/internal administrative services;
salaries; entertainment expenses; employee insurance and payroll taxes (collectively such general and
administrative expenses of the Managing Member, including the foregoing, “Overhead Expenses”).
Notwithstanding the foregoing, Internet, cable television, real-time news feeds, connection fees and
other similar charges, or data services providing real-time price feeds, real-time news feeds, Securities
and company information, company fundamental data, and “S&P Index Alerts” (including without
limitation, rental of cable boxes, Internet terminals or Bloomberg terminals), are to be considered
operational expenses of the Fund and excluded from “Overhead Expenses.”

Overseas Alpha Fund Redemptions

Funds are subject to a one-year lockup period. Following the one year anniversary of an investment, a
client must provide at least 30 days prior written notice for a redemption. Upon at least 30 days prior
written notice, the client may withdraw any portion of its capital account as of the last business day of
each month (the Redemption Date). The client must include in the written notice their intention to
make such a withdrawal and the amount or basis on which the amount is to be determined. The
Managing Member of the fund may waive or modify the conditions relating to withdrawals. No partial
redemptions will be permitted which would result in a reduction of 90% or more of a member’s capital
account balance, unless waived by the Managing Member. Within five business days following the
Redemption Date, the company will pay the client 95% of the applicable redemption price (subject to
the imposition of actual costs and expenses incurred in connection with the withdrawal), and will pay
the balance, without interest, within five business days following the completion of the audit of the
financial statements for the fiscal year.

At its sole discretion, the Managing Member may waive the prohibition on the redemption of an
investment prior to the one-year lockup period. The Managing Member may assess a charge of up to 2%
of any withdrawal it permits prior to the expiration of the one year period lockup period.

Note: For a full detailed breakdown of all fees and expenses, please refer to the Private Placement
Memoranda of the Fund.

The Partners Fund

The annual management fee is equal to 1.25% of assets under management. However, investors may
negotiate the fees it pays through side letters; all investors may not pay the same fee. The
management fee will be deducted directly from each investor’s account in arrears on the last business
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Item 7 Types of Clients

Blackcrane provides advisory services to the Overseas Alpha Fund, Partners Fund, and institutional and
individual clients.

The Overseas Alpha Fund’s investors may include institutional investors such as foundations, pension
funds, endowments, and fund of funds. Individual investors may include family offices, high net worth
individuals, and other private investors. The minimum account size for the Private Fund is $250,000 and
the minimum additional investment is $100,000. These minimum requirements are waived or altered at
the discretion of the Managing Member.

The Partners Fund’s investors may include institutional investors such as foundations, pension funds,
endowments, and fund of funds. Individual investors may include family offices, high net worth
individuals, and other private investors. The minimum account size for the Private Fund is $250,000 and
the minimum additional investment is $100,000. These minimum requirements are waived or altered at
the discretion of the Managing Member.

Blackcrane provides a Portfolio Model-Only Advisory Service, with clients generally expected to consist
of institutional investors, such as fund of funds and pension funds. For this service, the minimum level
of assets managed by the client according to this strategy is generally $1,000,000. This minimum
requirement may be waived or altered at the discretion of Blackcrane.

Blackcrane provides an International Managed Account service to prospective clients; prospective
clients generally are expected to consist of high-net-worth individuals and prospective institutional
investors, such as fund of funds and pension funds. For this service, the minimum level of assets
managed by the client according to this strategy must be $250,000. There are no restrictions on
additional investments. This minimum requirement may be waived or altered at the discretion of
Blackcrane.

Blackcrane provides a Global Managed Account service, with clients generally expected to consist of
high-net-worth individuals and prospective institutional investors, such as fund of funds and pension
funds. For this service, the minimum level of assets managed by the client according to this strategy
must be $250,000. There are no restrictions on additional investments. This minimum requirement
may be waived or altered at the discretion of Blackcrane.

Blackcrane provides an Investment Company Sub-Advisory Service to investment companies registered
under the Investment Company Act of 1940 and laws of other countries. There are no restrictions on
additional investments.

Clients for all services (except the Investment Company Sub-Advisory Service) will be “accredited
investors” under the Regulation D promulgated under the Securities Act of 1933, as amended or

“qualified clients” under Rule 205-3 promulgated under the Investment Advisers Act of 1940, as
amended.

The term “accredited investor” means:

       Any person who comes within any of the following categories, or who the issuer reasonably
       believes comes within any of the following categories, at the time of the sale of the securities to
       that person:

       (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other
       institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
       capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act
       of 1934; any insurance company as defined in section 2(13) of the Act; any investment company
       registered under the Investment Company Act of 1940 or a business development company as
       defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the
       U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment
       Act of 1958; any plan established and maintained by a state, its political subdivisions, or any
       agency or instrumentality of a state or its political subdivisions, for the benefit of its employees,
       if such plan has total assets in excess of $5,000,000; any employee benefit plan within the
       meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is
       made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings
       and loan association, insurance company, or registered investment adviser, or if the employee
       benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment
       decisions made solely by persons that are accredited investors;

       (2) Any private business development company as defined in section 202(a)(22) of the
       Investment Advisers Act of 1940;

       (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation,
       Massachusetts or similar business trust, or partnership, not formed for the specific purpose of
       acquiring the securities offered, with total assets in excess of $5,000,000;

       (4) Any director, executive officer, or general partner of the issuer of the securities being offered
       or sold, or any director, executive officer, or general partner of a general partner of that issuer;

       (5) Any natural person whose individual net worth, or joint net worth with that person's spouse,
       exceeds $1,000,000.

       (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth
       under this paragraph (a)(5):

       (A) The person's primary residence shall not be included as an asset;

       (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair
       market value of the primary residence at the time of the sale of securities, shall not be included
       as a liability (except that if the amount of such indebtedness outstanding at the time of sale of
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