Grays Peak Capital LP

Item 5 - Fees and Compensation

Management Fees

As the investment adviser to the Funds, we receive management fees at an annual rate of
1.5% of the value of each Investor’s capital account. These management fees are deducted
from the Master Fund quarterly, in advance, and are prorated for any investment period that
is less than a full calendar quarter. Withdrawals from the Fund are generally allowed on the
last business day of each calendar quarter, subject to notice and investment duration
requirements. Because the contract will generally not be cancelled before the end of the
payment period, the Firm does not anticipate refunding a portion of the management fee for
such period.

While the management fee is generally not negotiable, we may waive or modify the fee for
certain Investors that are members, employees or affiliates of Grays Peak, relatives of such
persons, or for certain large or strategic Investors, with the Firm’s consent.

SMAs are charged an agreed upon management fee in accordance with the relevant
investment management agreement for each such Client.

Other Expenses

The Firm will render its services to the Fund at its own expense and will be responsible for
its overhead expenses including: office rent; furniture and fixtures; stationery;
secretarial/internal administrative services; salaries and bonuses; entertainment expenses;
employee insurance and payroll taxes.

Grays Peak Capital LP                                                      Form ADV Part 2A

All other expenses are paid by the Funds and shall include, but are not limited to: the
management fee; legal, compliance, administrator, audit and accounting expenses (including
third party accounting services); organizational expenses; investment expenses such as
commissions, research fees and expenses (including Bloomberg and similar subscriptions and
data services and research related travel); interest on margin accounts and other
indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees;
insurance costs related to the Funds (including D&O and E&O insurance for the Firm, the
General Partner, and outside directorships); independent Master Fund Review Committee
(as defined in the CPOM) members’ fees and expenses; expenses of regulatory compliance
(including compliance with AIFMD), filings and reporting (including but not limited to Section
13, Section 16 and Form PF filings); Offshore Feeder Fund directors' fees and expenses and
any other expenses related to the purchase, sale or transmittal of Fund assets.

If Grays Peak incurs any of the expenses mentioned above on behalf of the Funds, then the
Firm will allocate such expenses among the Funds in proportion to the size of the
investment made by each in the activity or entity to which the expense relates, or in such
other manner as Grays Peak considers fair and reasonable.

The Domestic and Offshore Feeder Funds will invest in the Master Fund on substantially the
same terms and conditions and therefore will generally be allocated a proportionate share of
the Master Fund’s gains, losses and expenses based on their interest in the Master Fund.

SMAs will bear expenses in accordance with the relevant investment management agreement
for each such Client.

For a more detailed discussion of brokerage and transaction costs, Investors are directed to

Item 7 - Types of Clients

The Firm’s clients are the Funds and the SMAs. Each Fund’s offering memorandum and
subscription documents provide the eligibility criteria and minimum investment
requirements.

In general, each Investor in the Funds must be an “accredited investor” as defined in
Regulation D under the Securities Act of 1933, as amended. Although Grays Peak has the
discretion to accept subscriptions of a lesser amount, the required minimum initial
investment in the Funds is generally US$1,000,000.