Dalton Investments Inc

Item 5: Fees and Compensation

   A. Advisory Fees and Compensation

Management Fees

Our compensation generally includes a management fee typically paid in arrears either monthly or
quarterly. Fees for strategy-specific separately managed accounts are subject to negotiation.
Factors such as the client’s proposed investment size and/or a long-term commitment may be taken
into consideration in negotiating the fees.

Management fees payable by the commingled funds may vary and are described in each fund’s
offering materials, or organizational documents. Dalton’s standard management fees charged to
the funds are calculated as a percentage of assets under management and typically range from
0.5% up to 1.5% per annum but may be lower per client written agreements. Management fees
are generally payable and deducted from the assets of each fund monthly in arrears.

Performance Fees and Allocations

For certain client accounts and commingled funds, including the UCITS funds, we receive
performance-based compensation. For our funds, our standard performance-based allocation is
typically charged at a year-end generally, at a rate of 20% of all net realized and unrealized profits
(if any) from each investor’s account as of year-end, which is then reallocated to the respective
fund’s general partner or special member (as applicable) account. Certain funds have a
performance-based compensation based on relative performance over a specific benchmark,
greater than one year performance measurement periods and differing performance compensation
rates.

The UCITS funds and the Japanese pooled investment vehicles that we sub-advise or otherwise
manage also include performance-based compensation as described in their offering materials.
The compensation percentages will vary by and among the different classes within the UCITS and
Japanese pooled investment vehicles.

We are generally not entitled to receive any performance-based compensation to the extent that
there are unrecouped accumulated losses in performance carried forward from prior years.

We may decide to rebate, reduce, or waive either the management fee or performance-based
compensation for certain classes or investors. To the extent that we are sharing portions of either
the management fee or performance compensation with others, it is solely at our cost.

To the extent applicable, performance-based compensation are calculated after the accrual of any
applicable management fees.

Redemption Amount

We seek to partner with investors who share our long-term view and investment philosophy.

Thus, some of our funds and other collective vehicles may be subject to a fee for withdrawals made
during a lock-up period. In those cases, we may charge an early withdrawal fee ranging from 1-
20% and deduct directly from the early withdrawal amounts.

Some of our separately managed accounts may also have an early withdrawal provision that
provides for a change in fees for early withdrawals.

   B. Payment of Fees

We generally charge management fees as of either monthly or quarterly in arrears based upon
assets under management for the respective measuring period. The management fee is typically
pro-rated for contributions or withdrawals made within, depending on the fund, either intra-month
or quarter. Fees paid from commingled funds are debited directly from the funds.

   C. Additional Fees and Expenses

Any additional fees and expenses for our separately managed account clients will vary and are
subject to negotiation.

Fund investors may pay certain expenses directly or reimburse us for certain expenses paid on a
fund’s behalf as described in their offering materials. Certain investors have limited the amount
of expenses that they pay, pursuant to letter arrangements.

From time to time, certain expenses, such as legal costs, may be allocated across the funds
managed by Dalton and the separately managed account clients. In those cases, Dalton generally
allocates the expenses on a fair and equitable manner (e.g., pro rata based on each fund/account’s
assets under management).

Generally, funds are responsible for operating expenses which include, but are not limited to the
following:

   •   brokerage and execution charges, commissions, custodial charges, and fees for quotation
       and other data services;

   •   fees related to accounting, trading, portfolio management, and risk management systems;

   •   research subscriptions and expenses, including service contracts related to online research;

   •   legal and consulting fees related to investment research and due diligence;

   •   expenses to register securities and transfer taxes;

   •   costs and expenses incurred for the purpose of protecting or enhancing the value of a fund’s
       assets (including the costs of instituting and defending litigation);

   •   U.S. federal, state and local taxes, filing and registration fees, including audits associated
       with such taxes and filings (other than our corporate taxes);

   •   investor communications, relations, bookkeeping, accounting and the preparation and
       mailing of financial, tax and performance information to investors fees, costs, and
       expenses;

   •   fees, costs, and expenses incurred in connection with borrowings;

   •   administration fees, costs, and expenses;

   •   all regulatory and tax compliance fees, costs, and expenses incurred by the fund’s general
       partner, Dalton, or their affiliates in complying with regulatory and tax requirements that
       directly result from management of such fund (e.g., expenses incurred in complying with
       FATCA and preparing Form PF), including an allocable share of the general partner’s or
       Dalton’s costs, fees and expenses relating to internal regulatory and compliance functions
       should the fund determine not to use third party providers for such services;
...

Item 7: Types of Clients

Dalton’s clients include:

Institutional separate account clients – e.g., pension plans, corporations, charitable entities, and
endowments.

Commingled funds, including private funds such as Dalton’s master-feeder funds, Delaware
statutory trust, and other private commingled funds, and registered funds sub-advised by Dalton.

Investors in the funds may include, among others, pension funds, endowments, foundations, other
financial institutions and corporations, fund of funds, family offices, and high net worth
individuals. Generally, Dalton requires that each US investor in its private commingled funds be
an “accredited investor” as defined in Regulation D under the Securities Act of 1933 and a
“qualified purchaser” as defined under the Investment Company Act of 1940. Investors in the
funds are generally required to invest a minimum of $1,000,000. Dalton has waived, and reserves
the right to modify or waive, this minimum requirement.

Required investment amounts for separately managed accounts are negotiated and may differ
substantially.

The private funds may enter into separate agreements, commonly referred to as “side letters,” or
other similar agreements with a particular limited partner in connection with its admission to the
private fund without the approval of any other limited partner, which would have the effect of
establishing rights under or supplementing the terms of the applicable private fund’s partnership
agreement with respect to such limited partner in a manner more favorable to such limited partner
than those applicable to other limited partners. Such rights or terms in any such side letter or other
similar agreement may include, without limitation: (i) reporting obligations, (ii) waiver of certain
confidentiality obligations, (iii) “most favored nation” provisions, (iv) increased liquidity rights,
(v) “side pocket” arrangements or (vi) rights or terms requested or necessary considering particular
investment, legal, regulatory, or public policy characteristics of a limited partner.