Grand Alliance Asset Management Ltd

ITEM 5. FEES AND COMPENSATION

 A. GAAM charges the Investors in the Private Funds a management fee and a performance fee for the provision of
    advisory services. The fee schedule for each SMA is negotiated on an account-by-account basis and are set forth
    in the pertinent SMA agreement(s). GAAM’s fee schedule for Private Funds is omitted because this brochure is
    intended for “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940 (the
    “Investment Company Act”) only.

 B. Fees paid by the Clients:

         Private Fund

     ▪   Deduct from the Private Fund assets: Management fees and performance fees calculated by the fund
         administrator (or the custodian), and verified by GAAM, are paid to GAAM by the fund administrator (or the
         custodian) after deducting the relevant fees from the Private Fund assets.

     ▪   Management fees are payable monthly in arrears, as stipulated in the pertinent Private Fund document(s).

     ▪   The management fee payable by an Investor is generally 1% to 1.5% of the net asset value attributable to the
         shares owned by the Investor before the deduction of any management fees and performance fees. GAAM
         may waive or reduce the management fee (or the performance fee) in respect of a class of shares for certain Investors
         who are either employees or affiliates of GAAM or are otherwise certain large or strategic Investors, as disclosed in
         the private placement memorandum of the respective Private Fund.

     ▪    Performance fees are calculated in accordance with an agreed formula and paid at the end of each performance period
          as separately defined in the private placement memorandum of each Private Fund.
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        SMA

    ▪   Bill SMA Clients for fees incurred: Management fees and performance fees shall be calculated by GAAM,
        verified by the custodian, approved by the SMA Client, and ultimately paid to GAAM: 1) by the custodian
        after deducting the relevant fees from the SMA assets, or 2) by the SMA Client separately (without any
        deductions from the SMA assets), as stipulated in the pertinent SMA agreement(s).

    ▪   Fees are payable monthly, quarterly or annually in arrears, as stipulated in the pertinent SMA agreement(s).

  C. Other types of fees or expenses the Clients may be bound to pay:

        Private Fund

    ▪   Fees, operating expenses, transaction charges and other expenses directly charged to a Private Fund generally
        include:

        1.    Broker commissions and all other costs relating to securities transactions

        2.    Fees and expenses of advisers and consultants incurred in connection with fund operations

        3.    Expenses of preparing and distributing reports, financial statements and notices to the Investors

        4.    Fund administrator’s fee

        5.    Audit fee

        6.    Legal fee

        7.    Regulatory fee

        8.    Directors’ fee and the related service fee for board meetings

        9.    Insurance fee

        10. Custody fee

        11. Management fee and performance fee

        12. Litigation and other extraordinary expenses

    ▪   All Investors in the Private Funds are advised to review the pertinent private placement memorandum for a
        full description of applicable fees, expenses and compensation to GAAM.

        SMA

    ▪   SMA Clients may be bound to pay fees such as custodian fees, audit fees, brokerage and other transaction
        costs associated with maintaining their accounts, which are imposed by third parties independent from GAAM.
        Such fees and expenses are charged separately from the advisory fees that GAAM charges the SMA Client.

    ▪   Please refer to Item 12 (Brokerage Practices) below for additional information regarding brokerage fees.

    ▪   GAAM bears its own operating, general administration and overhead costs and expenses.

  D. None of the Clients prepay any fees to GAAM.

  E. Neither GAAM nor its supervised persons accept compensation, including asset-based sales commission,
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          distribution fee or service fee for the sale of Private Funds, other related investment products or securities.

ITEM 7. TYPES OF CLIENTS

     ▪    GAAM provides advisory services to Private Funds (hedge funds and pooled investment vehicles) and SMAs,
          which can be owned by any of the following:

          1. Non-U.S. pension or profit-sharing plan

          2. Non-U.S. state or municipal government entity

          3. Non-U.S. sovereign wealth fund or foreign official institution

          4. Endowment, foundation or charitable organization

          5. Corporation or other business not otherwise listed above

 ▪       Investors in the Private Funds are required to meet certain suitability and net worth qualifications, such as being:
         (1) an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended
         (the “Securities Act”), (2) a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company
         Act or (3) a “knowledgeable employee” within the meaning of Rule 3c-5 under the Investment Company Act,
         depending on the applicable eligibility requirements of the respective Private Fund.

 ▪       Each Private Fund has a minimum subscription amount (US$1 million in general) set out in the private placement
         memorandum of the respective Private Fund. The minimum asset under management per SMA is US$150
         million. GAAM may waive each of these minimum requirements at its sole discretion.

 ▪       GAAM intends to remain a relatively small firm, with a focus on the investment strategies and types of securities
         that we specialize in. In particular, GAAM intends to provide investment advisory services to a limited number
         of Private Funds and SMAs. This decision will be reviewed annually.

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