Cephei Capital Management Hong Kong Limited

FEES AND COMPENSATION
Cephei Capital’s Clients are generally qualified purchasers, as defined in section
2(a)(51)(A) of the Investment Company Act. As such, a detailed Client fee schedule is
not included in this brochure. However, most of Cephei Capital’s Clients pay some or all
of the following fees to Cephei Capital:

 (i)           Management fee

               Management fees charged to Clients typically are calculated as a percentage of
               assets under management, and they are varied under two investment strategies
               adopted by Clients: for China long only Total Return Strategy, Cephei Capital
               charged up to 1.5% of the net asset value per annum; and for China long only
               Index Enhanced Strategy, Cephei Capital charged up to 0.8% of the net asset
               value per annum.

 (ii)          Performance fee

               Performance fee is generally based on the net capital appreciation of such
               Client’s account at the end of the relevant fiscal period. Performance fee for
               China long only Total Return Strategy are charged up to 20% of the net capital
               appreciation in excess of certain hurdle rate, and performance fee for China long
               only Index Enhanced Strategy are charged up to 20% of the net capital
               appreciation in excess of certain benchmark.

Cephei Capital has waived or reduced and may, in the future, waive or reduce management
fees and performance fee for certain classes or investors, including employees and affiliates
of Cephei Capital, in its discretion. None of Cephei Capital’s supervised person receives
any commissions for any sale of securities or other investment products.

Management fees generally are billed to Clients on a quarterly basis, and performance fee
are calculated on an annual basis. Most of these fees are charged in arrears with limited
exceptions. Clients have options on payment method. They may either pay the fees from
their other assets, or choose to deduct from the accounts.

Other Costs and Expenses

Clients may incur additional fees and expenses, including expenses associated with specific
investment transactions, such as the following non-exhaustive list of items:

        (i)     prime broker’s fees;

        (ii)    administrator fees;

        (iii) brokerage commissions;

    (iv) clearing and settlement charges;

    (v)   taxes;

    (vi) custodial fees;

    (vii) Legal fees;

    (viii) Audit fees;

    (ix) bank service fees;

    (x)   administrative expenses;

    (xi) valuation and appraisal expenses; and

    (xii) organizational expenses.

To the extent that a third-party performs such services and Cephei Capital incurs all or a
portion of the corresponding expenses listed above, the costs of such expenses will be
reimbursed by the Client.

More detailed information about specific fees and expenses that Clients may pay is
provided in the relevant agreement between Cephei Capital and the relevant Client as well
as in formal offering materials (i.e., the Client’s offering memorandum, memorandum and
articles of association, as the case may be, and subscription document) provided to
investors in the Private Funds, as applicable (collectively referred to herein as the “Offering
Documents”).
Sales Compensation

Cephei Capital and its supervised persons do not receive (directly or indirectly) any
compensation from the purchase or sale of securities or investments for the Private Funds
and Managed Accounts. Cephei Capital and its supervised persons do not receive (directly
or indirectly) sales commissions in connection with sales of interests in the Private Funds
and Managed Accounts.

TYPES OF CLIENTS

As described in Item 4 above, Cephei Capital currently offers investment advisory services
to Private Funds and Managed Accounts, the underlying investors of which are institutional
investors. Cephei Capital requires that the underlying investors in the Private Funds and
Managed Accounts be “qualified purchasers” as that term is defined in Section 2(a) (51) of
the Investment Company Act. Each Private Fund requires minimum investment levels
from its prospective investors as noted in the Private Fund’s respective Offering
Documents (although these may be waived from time to time). For Managed Accounts,
investment minimums can be negotiated between the Client and Cephei Capital, if
appropriate.