Dialectic Capital Management LP

Item 5: Fees and Compensation

The Adviser (or its affiliates) receives both a management fee (a percentage of assets under
management) and incentive allocation/fee (based on net capital appreciation).

We generally receive a management fee from the Funds at an annual rate ranging from 1.0%
to 2.25% of the net asset value of the Fund on the first business day of each Calendar Quarter.

The management fee is accrued monthly and deducted quarterly in advance from the Fund.
The management fee is prorated for any period that is less than a full calendar quarter and will
be adjusted for subscriptions occurring during the quarter.

The Adviser will also be paid a performance-based fee, which is compensation that is based
on a share of capital gains on or capital appreciation of the assets of a Client (such as a Client
that is a hedge fund or other pooled investment vehicle). This compensation may be paid to
the Adviser or to a related person of the Adviser.

The Funds, with the consent of the Adviser, may, in effect, waive or modify the management
fee or incentive fee/allocation for Investors who are employees or affiliates of the Adviser,
relatives of such persons, and for certain large or strategic investors.

After calculating the management fees and the incentive allocation/fee, and confirming such
amounts with the Adviser, the Fund’s administrator deducts the management fee and/or
incentive fee/allocation from the Clients (or Investors, as applicable).

The Funds pay for their own organizational and initial offering expenses as well as for their
operating expenses including, but not limited to, all custodial charges, brokerage fees,
commissions and related costs; interest expenses; taxes, duties and other governmental
charges; transfer and registration fees or similar expenses; costs associated with foreign
exchange transactions; acquisition fees and other portfolio expenses, and all accounting,
auditing, tax preparation, legal, administration, research, and trading costs.

The Adviser or one of its affiliates may receive placement fees from a portfolio investment of
such Private Funds that invests in Real Estate (“Placement Fees”). The management fee
received by the Adviser to such Private Fund or one of its affiliates may be reduced by the
amount of Placement Fees received by such Adviser or affiliate. The extent to which
Placement Fees may reduce the management fee of such Private Fund is set forth in such
Private Fund’s governing documents. Further details on Placement Fees and how they affect
the management fees of such Private Fund may be found in the relevant governing documents
of such Private Fund.

The offering memorandum, subscription agreement and/or other governing document of each
unregistered pooled investment fund sets forth the details of all applicable fees and expenses.

Dialectic Capital Management, LP                                            Form ADV Part 2A

Item 7: Types of Clients

As noted in Item 4 above, we currently provide portfolio management services to one Fund
(which is organized as a foreign partnerships). Investors in the Fund consist primarily of
institutional investors, and high net worth individuals.

The Fund is offered and sold, in most cases, solely to “accredited investors” (as defined in
Regulation D under the Securities Act of 1933, as amended), “qualified purchasers” and
“knowledgeable employees” (under Section 2(a)(51) and Rule 3c‐7 or 3c-1 of the Investment
Company Act of 1940, as amended), and “qualified clients” (under Rule 205‐3 of the
Investment Advisers Act of 1940, as amended.

With respect to the Fund, any initial and additional subscription minimums are disclosed in
the offering memorandum for such Fund.