Edgbaston Investment Partners LLP

Item 5. Fees and Compensation

Investment Management Fees

Edgbaston receives an investment management fee for the investment advisory services it provides to the
Funds according to the following fee scale:

          First US$25,000,000                                   1.25%
          Next US$25,000,000                                    1.10%
          Thereafter                                            1.00%

Management fees are normally payable monthly in arrears, although the actual timing of fee payments will
depend on the underlying legal domicile of the commingled fund and the terms of its operating agreements.
For the US Fund, management fees are paid via the redemption of part of the units held by each Unitholder
on a monthly basis. For the Jersey Fund, Edgbaston is paid a management fee out of the assets of the fund
on a monthly basis. Those Unitholders of the Jersey Fund benefitting from the tiered fee scale above will have
additional units in the Jersey Fund purchased on their behalf (by subtracting the management fees computed
based on the appropriate lower fee (1.10% / 1.00%) from the management fees computed at the higher fee
(1.25%) and using the value of the difference). Separate account clients are generally invoiced on a quarterly
basis in arrears for the investment management services that Edgbaston provides.

Market Associated Costs

The Funds pay expenses relating to direct trading activity, clearing fees, and other exchange fees and charges
(referred to internally as “Market Associated Costs”) as described below. Expenses relating to direct trading
activity include brokerage commissions on trade executions and direct charges related to foreign exchange

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Edgbaston Investment Partners LLP – Form ADV Part 2A Brochure

transactions (such as “bid-ask” spreads). Market Associated Costs are originally incurred at the sub-custodian
level and passed through to the Funds by the custodian / depositary, Northern Trust. Market Associated
Costs include registration and transfer fees, regulatory and governmental charges and duties, and other fees
and expenses relating to investments. Northern Trust obtains a detailed breakdown of any Market Associated
Costs from its sub-custodian(s) on a monthly basis which is available on request. Northern Trust reviews these
costs in detail before Edgbaston’s Investment Operations Group performs a reasonableness check.
Edgbaston’s Compliance and Risk Management Group also monitors the allocation of these expenses on a
periodic basis. See Item 12 for further information on Edgbaston’s brokerage practices.

Contribution Charges or Redemption Charges

Unitholder contributions to or redemptions from the Funds are available on a monthly basis. Edgbaston has
developed two methods for entry to / exit from the Funds. Larger contributions / redemptions will typically
be processed via the use of a transition account (see Item 7 below for further information on transition
accounts). Less significant contributions / redemptions will typically be processed directly to / from the Funds.
In the case of a transition account, trading expenses are accounted for separately per Unitholder. In the case
of a direct transaction, trading expenses cannot be accounted for separately per Unitholder in the same way
so a “contribution charge” or “redemption charge” may be applied according to the process described more
fully below. Edgbaston believes that these procedures safeguard the benefits of commingled investing for all
participants and represent a fair and equitable way of accommodating monthly subscriptions and
withdrawals.

Insofar as possible, Edgbaston seeks to net or “offset” Unitholder contributions and redemptions to eliminate
or minimize such expenses and resulting charges, with the goal of limiting the trading activity (and therefore
trading costs) required to meet the liquidity requirements of Unitholders. Primarily, this will occur at the
respective Fund level, however, if this is not possible, the netting may occur between the Funds by virtue of a
cross trade. When an offset is not possible, Edgbaston has determined it is appropriate for the Unitholder(s)
whose contribution or redemption generated such expenses to bear that cost. We believe this is a fairer
method than passing such costs on to the other Unitholder(s) that were either transacting in the opposite
direction or that were not involved in the transaction activity that generated these expenses. To date, all
Unitholder contributions / redemptions have been satisfied and both methodologies have been used
extensively.

In the event of Unitholder transaction activity, Edgbaston’s Portfolio Implementation Committee (“PIC”)
will meet prior to the respective month-end. Specifically, there will be an assessment of whether trading is
required to satisfy the relevant contributions / redemptions (i.e. to invest a cash contribution or to liquidate
securities in order to satisfy a cash redemption). This assessment – which is entirely at the PIC’s discretion –
will generally consider, per Fund, the aggregate volume of contributions and redemptions, the payment of
investment management fees, the volume of any income distributions and the Fund’s respective cash levels.
Consideration will also be given to capital activity across the investment programme (i.e. whether transaction
activity in one Fund can be used to offset transaction activity in the other Fund). From a practical perspective,
the difference between the aggregate volume of contributions and the aggregate volume of redemptions
(including the consideration of management fees, income distribution levels, cash levels etc.) provides a “net”
figure. This net figure is the primary consideration for the determination of whether Edgbaston believes
...

Item 7. Types of Clients

Each of the Funds, and not the underlying Unitholders in each Fund, is considered a client pursuant to Rule
203(b) (3)-1 of the Investment Advisers Act of 1940. Edgbaston makes investments on behalf of the Funds
for the benefit of the underlying Unitholders. Units in Edgbaston’s US Fund are sold only to Unitholders
that qualify as “accredited investors” and “qualified purchasers” under applicable US federal securities laws.
Units in Edgbaston’s Jersey Fund are sold only to Unitholders that qualify as “expert investors” under
applicable Jersey securities laws. Separate account clients must normally be considered a “Qualified
Institutional Buyer”. A Client investment involves the risk of loss. Edgbaston, in its capacity as investment
manager, is responsible for reviewing and managing Client holdings based on the results of its research
activities and for making appropriate recommendations to satisfy the Clients’ respective investment goals.
Additional information is available in the Agreement and Declaration of Trust, Private Offering
Memorandum and Subscription Agreement of the US Fund; the Prospectus and Subscription Agreement of
the Jersey Fund (referred to collectively as the “Governing Documents”) and the Investment Management
Agreement (or equivalent) in place between Edgbaston and any separate account client(s).

Conditions for Managing Accounts

Subject to the Governing Documents, the minimum initial subscription for units in the Funds is US$5
million. The minimum additional investment for units in the Funds is US$250,000. Edgbaston can, in its
sole discretion, accept or reject, in whole or in part, any investment or impose conditions or restrictions on
such investment, such as increasing or decreasing the amount of the minimum investment or requiring a
Unitholder to establish a temporary account with the custodian of the Funds and wire funds to that account
prior to an applicable dealing day. Subject to the Governing Documents, Unitholders can redeem all or part
of their units on any dealing day by providing Edgbaston with written notice at least twenty (20) business days
prior to the dealing day upon which the redemption is to be effective. Certain documentation must then be

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Edgbaston Investment Partners LLP – Form ADV Part 2A Brochure

returned at least eighteen (18) business days prior to such dealing day. Subject to the Governing Documents,
a redemption must equal or exceed US$100,000. Following any such redemption, a Unitholder must
maintain units with a minimum market value of US$1 million.

Transition Accounts

Edgbaston has the discretion to direct Unitholders making cash contributions or redemptions to use
transition accounts. Transition accounts are temporary custody accounts opened under a Fund’s general legal
structure. They are used to facilitate large subscriptions and withdrawals in the best interests of the respective
Fund and the contributing / redeeming Unitholder in terms of minimising pricing impact on the Fund,
maintaining optimum portfolio weightings and managing excess cash. Edgbaston’s portfolio managers
determine whether a transition account will be required based on a number of factors, including the size of
the contribution / redemption relative to the respective Fund, whether there are “offsetting” contributions /
redemptions (i.e. net capital activity, see above) and general market conditions (for example, liquidity).

The transition account structure allows Edgbaston to invest cash contributions or liquidate holdings outside
of a Fund’s direct assets and therefore avoid impacting existing investors or remaining investors. By investing
new cash flows or liquidating the securities separately, the incoming or outgoing Unitholders bear their own
market risk during the investment or redemption period (usually one month but this can be longer depending
on market conditions), as well as their own dealing costs. This means, due to market movements during the
period a transition account is used, Unitholders making cash contributions or redemptions through a
transition account are subject to a risk of loss that is different from Unitholders who do not use transition
accounts, and their contribution or redemption could be reduced. Prospective investors should refer to the
specific provisions of the Governing Documents for a complete discussion of transition accounts and the
risks involved therein.

Sideletter Agreements

Edgbaston will consider entering into a sideletter agreement only when rules governing the investment by a
Unitholder (such as state law or their governing documents) require a specific variation, provided that such
change is not expected to materially impact other Unitholders, Edgbaston, or the Fund service providers.
Edgbaston will not agree to any sideletter or other similar agreements that grant any Unitholder or group of
Unitholders preferential rights with respect to the payment or timing of redemptions, indemnification, access
to holdings data, or information on the Funds’ trading activity. Edgbaston will provide a summary of all
sideletter agreements currently in effect upon the written request of a current or prospective Unitholder.
Edgbaston will also provide a summary of all sideletter agreements on an annual basis when the Funds’
audited financial statements are distributed.