Carnelian Asset Management & Advisors Private Limited

Fees and Compensation

Compensation and Fee Schedules

Carnelian generally charges each client a fixed annual fee for investment or portfolio
management or advisory services equal to between 0.0% and 2.5% of net assets, generally
payable monthly in arrears, and may charge performance fees based on the portfolio performance
over a period of one year or more, at rates of up to 20% of net performance of each client
account, in some cases subject to a predefined hurdle rate and high water mark, in each case as
agreed with each client

Carnelian may agree to vary the fees charged to each client based upon the size of the account,
the investment strategy to be used, or other similar considerations.

The fixed management fee is usually deducted directly from the assets of each account as such
fees become payable, which is generally monthly in arrears. The performance fee or allocation
is usually payable annually in arrears, or upon termination of a client account or withdrawal of
capital from any fund.

All investors are urged to review the governing documents of Carnelian’s PMS services and the
relevant AIF for more complete information about the fees and expenses payable.

Other Expenses

The clients of Carnelian are responsible for all costs and expenses incurred in connection with
the investments in their portfolio accounts, including brokerage commissions, clearing fees and
interest; custodial fees; bank service fees; costs of any outside appraisers, valuers, fund
accountants, attorneys or other experts or consultants engaged by Carnelian in connection with
specific investments (including transactions that fail to close); and any legal fees and costs arising
in connection with any litigation or regulatory investigation instituted against Carnelian or any
client.

See the section below entitled “Brokerage Practices” for a description of the factors that
Carnelian considers in selecting or recommending broker-dealers and determining the
reasonableness of their compensation.

No Transaction-Based Compensation

Neither Carnelian nor its supervised persons will receive any compensation with respect to the
purchase or sale of securities or other investment products by any client.

Performance-Based Fees and Side-by-Side Management

Carnelian, or an affiliate of Carnelian, may receive a performance-based fee or special allocation
of profits from specific clients as described above under “Fees and Compensation”, if agreed
with the client. Different client accounts may be subject to different performance-based
compensation arrangements.

If Carnelian is entitled to receive a higher percentage of the net profits of the account of one
client than the percentage that Carnelian receives from another client, then Carnelian may be
considered to have an incentive to favor, or to allocate certain riskier or more speculative
investments to, the client that is subject to the higher percentage. However, Carnelian, as a
policy, allocates all investment opportunities among its clients in a manner that it considers fair
and equitable to all clients, considering all factors potentially applicable to each client without
any preferential treatment or bias. Among the factors that may be considered by Carnelian in
allocating investments among its client accounts are: investment policies, guidelines or restrictions
applicable to each specific client; tax considerations; cash availability; liquidity requirements for
payment of redemptions or other purposes; risk tolerances; restrictions under applicable laws or
regulations; available credit lines; counterparty arrangements; account size; benchmark sector
weightings; industry and security weightings; and hedging objectives and activity.

Types of Clients

Carnelian generally provides advice to all types of clients, including individuals and institutions.

Carnelian generally requires each portfolio account to begin with an initial investment of at least
US$60,000, or a minimum of INR 50,00,000 when converted into Indian rupees.

Methods of Analysis, Investment Strategies, and Risk of Loss

Investment Strategies

At present, Carnelian offers the following investment approaches and strategies to its clients:

   1. Carnelian Capital Compounder Strategy

The Carnelian Capital Compounder Strategy is a long-only, multi-cap, sector-agnostic
investment approach, with an objective to generate sustainable alpha and compound capital over
a long period of time through Carnelian’s “MCO” framework. The MCO investment approach
offers a unique and unconventional blend of Magic (accelerated growth), Compounder (stable
growth) and Opportunistic companies. Although reasonable endeavors will be made to achieve
the objectives of the investment approach, there is no guarantee or assurance that the investment
objective will be achieved. Under this strategy, clients’ assets will be primarily invested in
equity shares and equity-linked instruments issued by companies that are listed in India. Some
part of clients’ assets may be invested in mutual funds, money market investments, and any other
asset classes and securities as permissible under the SEBI Regulations.

   2. Carnelian Shift Strategy

The investment objective of this investment approach is to seek long-term capital appreciation
through investment primarily into manufacturing, technology, and ancillary sectors, which are
likely to benefit on account of the global shift and diversification of trade into India from other
parts of the world, mainly China, and acceleration in IT spending and digitization due to
COVID-19. Although reasonable endeavors will be made to achieve the objectives of this
investment approach, there is no guarantee or assurance that the investment objective will be

achieved. Under this strategy, clients’ assets will be primarily invested in equity shares and
equity-linked instruments issued by companies that are listed in India. Some part of clients’
assets might be invested in mutual funds, money market investments, and any other asset classes
and securities as permissible under SEBI Regulations.

   3. Carnelian Contra Portfolio Strategy

The Carnelian Contra Portfolio Strategy is a long-only, multi-cap, sector-agnostic portfolio that
provides investments in companies that are structural growth stories facing temporary
headwinds. Our endeavor is to identify the best beaten-down stocks with a contrarian style of
investing, providing a good hedge across market cycles. Although reasonable endeavors will be
made to achieve the objectives of the portfolio, there is no guarantee or assurance that the
investment objective will be achieved. Under this strategy, clients’ assets will be primarily
invested in equity shares and equity-linked instruments issued by companies that are listed in
India. Some part of clients’ assets may be invested in mutual funds, money market investments,
and any other asset classes and securities as permissible under SEBI Regulations.

   4. Carnelian Bespoke Portfolio

The Carnelian Bespoke Portfolio is a long-only, multi-cap, sector-agnostic portfolio developed
based on the customized needs and goals of specific clients, with an overarching objective to
generate superior risk-adjusted returns over a long period of time using our detailed fundamental
research. Each client portfolio under the strategy may vary depending on each client’s objective,
timing of the fund investments, or for any other reason warranted by the circumstances.
Although reasonable endeavors will be made to achieve the objectives of the portfolio, there is
no guarantee or assurance that the investment objective will be achieved. Under this strategy,
clients’ assets will be primarily invested in equity shares and equity-linked instruments issued by
companies that are listed in India. Some part of clients’ assets may be invested in mutual funds,
units of money market, and any other asset classes and securities as permissible under SEBI
Regulations.

   5. Carnelian Liquid Strategy

This investment approach is intended to aid investors who are primarily desirous of investing in
equities but are unsure of market movements in the near term and do not want to invest all the
assets in equities at one go. Such investors can invest in the Carnelian Liquid Strategy and can
subsequently transfer funds to equity PMS over a period of time. Although reasonable
endeavors will be made to achieve the objectives of this investment approach, there is no
guarantee or assurance that the investment objective will be achieved. Under this investment
approach, clients’ assets will be invested primarily in mutual funds based in India and money
market investments or retained in the client’s bank account until the investment is redeemed and
invested in any of the above four core investment strategies as per the option chosen by the
client. .

The principles followed in all five investment strategies described above are generally as
follows:

      Investment in listed securities on recognized stock exchanges in India
      Aim to capture sustainable earnings growth
      Long only, multicap, sector agnostic strategy focusing on capturing India growth
      Well diversified, curated portfolio offering yield and growth with a blend of public and
       private sector companies