Harber Capital LLC

Item 5:     Fees and Compensation

Management Fee

        Harber generally charges the Funds a management fee, based on the net asset value of the
aggregate capital account balances of the Funds, payable quarterly in advance. For Graham I,
the management fee is 1.0% per annum for limited partners. For Graham II, the management fee
is 1.5% per annum for limited partners. For Graham III, the management fee is 2.0% per annum
for limited partners. Such fees are subject to reduction or waiver at Harber’s discretion and are
pro-rated in the event of contributions or withdrawals by investors on other than a calendar
quarter-end.

Performance Allocation

         With respect to Graham I, Graham II, and Graham III, Harber Asset Management LLC
(“Harber Management”), Harber’s affiliate and the general partner of such Funds, charges an
annual performance allocation equal to 20% of an investor’s gain (subject to recoupment of prior
loss, if any) in such Funds, subject to reduction or waiver at the sole discretion of the general
partner.

       The performance-based compensation described above conforms to Section 205(a)(1) of
the Advisers Act in accordance with the available exemptions thereunder, including the
exemption set forth in Rule 205-3. Performance allocations (and relevant loss recovery
accounts), if applicable, are made at the end of the financial year to which the allocation pertains,
or upon a withdrawal or redemption from or termination of a Fund.

       Harber’s management fee and Harber Management’s performance allocation are separate
from brokerage commissions, transaction fees, and other related costs and expenses which are
incurred by the Funds.

      Item 12 below further describes the factors Harber considers in selecting or
recommending broker-dealers for client transactions and determining the reasonableness of their
compensation (e.g., commissions).

       Generally, the Funds’ administrator calculates the management fees and, if applicable,
any performance compensation payable to Harber or its affiliate, and permits payment in
accordance with the terms of the Funds’ governing documents.

Item 6:     Performance-Based Compensation and Side-By-Side Management

        As described in Item 5 above, the Funds are subject to a performance allocation based on
a share of the total return of the assets of a Fund investor. In measuring clients' assets for the
calculation of performance allocations, Harber includes realized and unrealized capital gains and
losses and net interest, dividend, and other income, after deduction of all expenses including its
management fee.

       Performance-based compensation arrangements may create an incentive for Harber to
make investments which may be riskier or more speculative than those which would be made
under a different fee or other compensation arrangements. The Funds each carry identical
standard performance allocations. Performance-based allocation arrangements comply with the
requirements of Rule 205-3 promulgated under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”), or other applicable exemptions under Section 205(b) or (e) of
such Act, and with applicable state laws, rules and regulations.

       Harber does not manage any accounts other than those of the Funds.

Item 7:     Types of Clients

        Harber provides portfolio management services to the Funds, the investors in which are
generally high net worth individuals, institutional investors, fund-of-funds, and family offices.
Harber may advise different types of clients in the future. The minimum capital contribution for
the Graham I and Graham II is $1,000,000, and the minimum capital contribution for Graham III
is $5,000,000, with all minimums subject to waiver by the general partner.

       An investor in Graham I or Graham II must generally be (i) an “accredited investor” as
defined in Regulation D under the 1933 Act and (ii) a “qualified client” under the Advisers Act.
An investor in Graham III must generally be (i) an “accredited investor” as defined in Regulation
D under the 1933 Act and (ii) a “qualified purchaser” or a “knowledgeable employee” under the
1940 Act.

        Graham I and Graham II currently rely on an exemption from registration under the 1940
Act that is available to investment partnerships that do not have more than 100 investors. In the
future, one or both of those Funds may rely on another exemption which would permit such
Funds to have more than 100 investors provided that the investors are “qualified purchasers”
(essentially an individual or family entity with $5 million in investments or any other entity with
$25 million in investments). In the event a Fund elects to rely on this exemption, any investors
who do not meet these thresholds would be required to retire from such Fund. Graham III
currently relies on an exemption under the 1940 Act that is available to investment partnerships
that only accept qualified purchasers or “knowledgeable employees” within the meaning of the
1940 Act.