Grand Trunk Capital Management LP

ITEM 5: FEES AND COMPENSATION

We receive “management fees” for managing the Funds’ investment portfolios and providing
certain related services. The management fee is generally calculated at a rate of 2.0% per annum of
investors’ capital invested in the GTC Funds and 1.0% of investors’ capital in Special Opportunity.
The management fee is paid quarterly in advance based on the value of investors’ capital as of the
beginning of the relevant quarter.

The GTC Funds make a special “incentive allocation” to us equal to 20% of profits (both realized
and unrealized) to the extent those profits exceed “unrecovered” losses from earlier periods – a
“high water mark.” The GTC Funds make those incentive allocations at the end of each calendar
year and at other times when investors withdraw capital, but then only in relation to the capital
withdrawn. For each period, these allocations are the aggregate of amounts calculated separately
for each investor in the relevant Fund. For investors in its existing Investment Set, Special
Opportunity provides for a “carried interest” distribution to us equal to 20% of amounts distributed
(including through share redemptions) to investors, but only if investors’ distributions, after
carried interest distributions to us, exceed investors’ invested capital plus a stated return on
unreturned capital. If Special Opportunity invests in additional Investment Sets, and issues
additional classes of shares, it may enter into different carried interest arrangements, as disclosed
to investors in those shares.

Fees and incentive allocation and carried interest terms for the Funds are not generally negotiable,
but our agreements with the Funds give us the authority to vary them for particular investors.

The Funds pay our fees directly from their assets that we manage. Incentive allocations will take
the form of increases in the value of the General Partner’s interest in the relevant Fund. We receive
carried interest amounts from Special Opportunity as distributions in respect of “Incentive Shares”
we own in Special Opportunity.

Other Fees and Expenses. Each Fund pays all the expenses of its administration and operation,
including those for:

     •    brokerage commissions and other transaction-related services (see “Brokerage Practices”
          below);

     •    bookkeeping, accounting, auditing, tax preparation and reporting, and other professional
          fees and expenses;

     •    legal;

     •    governmental fees and taxes;

     •    reporting;

     •    governance;

SF1 1787514v.6                                   2

     •    preparation, duplication and distribution to investors and prospective investors of offering
          documents, annual reports and other financial information; and

     •    similar ongoing operational expenses.

We may advance costs described above for a Fund and the Fund must reimburse us.

We provide office personnel and space required for the performance of our services for the Funds.
The Funds will not reimburse us for doing so (except to the extent of our fees, incentive allocations,
and carried interest distributions).

The Fund’s assets are held by “prime brokers” as custodians. The Funds may be considered to pay
for custodial services indirectly through: payments to the prime brokers of commissions and other
transaction costs; payments of financing charges related to margin borrowings and stock loans; and
the prime brokers’ ability to earn money on certain balances the Funds maintain with them (subject
to laws and regulations governing their activities). The Funds may also pay fees to non-U.S.
custodians in connection with securities transactions in foreign markets.

Prepayment of Fees. The Funds pay management fees quarterly in advance. GTC Fund investors
generally are allowed to withdraw capital or redeem shares only as of the end of a calendar quarter,
at which time there generally will be no prepaid fees. Special Opportunity investors may withdraw
as of the end of any month. We are not required to refund any portion of our management fee to a
Fund if an investor withdraws or redeems as of a time other than a quarter-end.

Other Compensation. We will not, and our personnel will not, accept compensation for the sale of
securities or other investment products.

ITEM 7: TYPES OF CLIENTS

The Funds are privately-offered investment funds that are not regulated under the U.S. Investment
Company Act of 1940, as amended (the “Investment Company Act”) because of Sections 3(c)(1) and
3(c)(7) of that act and, in the case of the non-U.S. Funds, their adherence to the substantive
provisions of Section 3(c)(7) as to U.S. investors. GTC Fund, Ltd. and Special Opportunity are
Mauritius companies that are authorized as Collective Investment Schemes that are “expert funds”

SF1 1787514v.6                                     3

under certain Mauritius laws and regulations. Each Fund imposes minimum investor qualification
standards and minimum investment requirements.