GMT Capital Corp

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your fee
           schedule. Disclose whether the fees are negotiable.

           GMT is compensated for its advisory services to the Funds in the form of an asset-
           based management fee (the “Management Fee”) and a performance-based
           incentive allocation (the “Incentive Allocation”). While GMT has entered into
           alternative fee arrangements with certain investors of a significant size, and may
           do so in the future, generally fees are charged as follows:

           Management Fee

           GMT receives Management Fees totaling 0.25% (1.0% per annum) of the net
           asset value of each of Bay I and Bay II at the beginning of each calendar quarter
           to compensate GMT, in part, for operating expenses and certain administrative
           and advisory services provided to Bay I and Bay II; provided that, as to the net
           asset value attributable to any investor, GMT, in its absolute discretion, may
           waive its right to, or reduce the rate applicable to, all or any part of such
           Management Fees. The Management Fee is calculated on the first day of each
           calendar quarter and is payable in advance. This fee shall be taken into account
           in determining net income and losses of Bay I and Bay II, as relevant, and any
           waiver of Management Fees with respect to an investor shall be reflected in the
           allocation of net income or losses to such investor.

           The Offshore Feeder Fund pays GMT and GMT Offshore the quarterly
           Management Fee in an aggregate amount equal to 0.25% (1.0% per annum) of
           the “net asset value per share” of each sub-series of shares and shares issued with
           respect to Side Pocket Investments (“Series S Shares”) in advance at the
           beginning of each calendar quarter. A pro rata portion of the Management Fee
           is also paid from any subscription payment made with respect to shares purchased
           during a calendar quarter. No portion of the Management Fee will be refunded
           with regards to shares redeemed during a calendar quarter and the Management
           Fee is calculated prior to accrual for Incentive Allocations. GMT or the Offshore
           Directors (as defined below) may in its or their discretion reduce or waive all or
           part of the Management Fee for particular Offshore Feeder Fund investors by
           rebate or otherwise.

           The “net asset value per share” of each series and sub-series of Offshore Feeder
           Fund shares is determined by allocating pro rata the net asset value, as at the
           relevant valuation date, of the Offshore Feeder Fund among each series and sub-
           series of shares. This amount is then adjusted to reflect any fees, costs, foreign
           exchange items or other assets or liabilities which are properly attributable to a
           specific series or sub-series of Offshore Feeder Fund shares. The resultant
           amount is then divided by the number of Offshore Feeder Fund shares of such
           series or sub-series of shares then in issue.

           Incentive Allocation

           The net income or net losses of each of Bay I and Bay II (which includes
           unrealized gains and losses on securities) for each calendar quarter, or other
           period    during    which    GMT       has    permitted    subscriptions    or

           withdrawals/redemptions (a “Fiscal Period”), are preliminarily allocated among
           the respective investors, including GMT, in proportion to their respective capital
           accounts. Such allocations are adjusted each Fiscal Period so that for each fiscal
           year GMT is allocated 20% of the net profits preliminarily allocated to each
           investor to the extent the investor is at a “high water mark” in that such net profits
           exceed cumulative unrecovered net losses, if any, allocated to such investor for
           all prior fiscal years; provided that, as to any investor, GMT, in its absolute
           discretion, may waive or reduce the rate applicable to such Incentive Allocation.

           The Offshore Master Fund makes an Incentive Allocation to GMT Offshore as
           general partner equal to 20% of the net capital appreciation (both realized and
           unrealized) in excess of any loss carry forward attributable to each sub-series of
           Offshore Feeder Fund shares and any associated sub-series of Series S Shares
           during each calendar year, or such shorter period during any calendar year that
           the respective shares are outstanding, with a corresponding reduction in the net
           asset value per share or Series S Share of that sub-series. In addition, Incentive
           Allocations are generally made with respect to Offshore Feeder Fund shares
           redeemed during a calendar year. GMT Offshore may in its discretion reduce or
           waive all or part of the Incentive Allocation for particular Offshore Feeder Fund
           investors by rebate or otherwise.

           GMT may also receive compensation for its advisory services to the Managed
           Accounts in the future but, as of the date of this Brochure, does not receive any
           compensation for such advisory services.

           It is critical that investors refer to the relevant Fund’s offering documents
           for a complete understanding of how GMT is compensated for its advisory
           services. The information contained in this Item 5 is a summary only and is
           qualified in its entirety by the relevant Fund’s offering documents.
Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
investment companies, or pension plans. If you have any requirements for opening or maintaining an
account, such as a minimum account size, disclose the requirements.

GMT’s clients are the Funds and Managed Accounts.

The minimum subscription per investor in Bay I and Bay II is $1,000,000, which minimum has been and
may again in the future be waived, subject to certain limitations, by GMT, in its absolute discretion.
Existing investors may contribute additional capital to Bay I and Bay II in the minimum amount of $10,000.
Lesser amounts have been and may again in the future be accepted subject to the approval of GMT.

The minimum initial investment in the Offshore Fund is $500,000 (or €500,000 in the case of Euro
denominated Series G Shares). An Offshore Fund investor may make subsequent additional investments
in the minimum amount of $50,000 (or €50,000 in the case of Euro denominated Series G Shares).
Investments may be made in any amount in excess of such minimums. The Offshore Fund has waived and
may again in the future, in its sole discretion, waive either minimum in a particular case or with respect to
all investors at any time, but in no event may the initial investment be reduced below $50,000.

It should be noted that any Managed Account relationships are individually negotiated.