Karya Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

In connection with Karya’s management of Advisory Client assets, it generally receives a
management fee of 0%-1.00% per annum of assets under management (depending on fund) as
stated in the Memorandum or Supplement. The management fee is calculated and paid monthly
in arrears based on the net asset value of a Fund on the last day of the month. Fees may be
reduced or waived in certain circumstances or with respect to certain investors (e.g., principals
and employees of Karya). Investors redeeming intra-month will be charged management fees
only for the portion of the month that they were invested in a Fund.

An affiliate of Karya, Karya Managing Member LLC (“Karya MM”) receives performance-
based compensation of 10%-15% of the increase in net asset value of a Fund investor’s account
above a “high water mark” (i.e., the previous highest net asset value at which performance-based
compensation was paid). Performance-based compensation generally is charged in arrears at
year-end and upon an intra-year redemption by an investor in a Fund. Karya MM’s
performance-based compensation is calculated taking into account both realized and unrealized
gains. Prior period losses must be recouped before Karya MM will be entitled to performance-
based compensation.

Fees for Separate Account Clients, all of which meet the definition of “qualified purchaser” in
Section 2(a)(51) of the Investment Company Act of 1940, as amended, are negotiated on a case-
by-case basis between Karya and the Separate Account Client, respectively.

Fees for Separate Account Clients are billed separately. The specific manner in which fees are
charged by Karya is set forth in each Advisory Client’s written agreement with Karya or, in the
case of the Funds, the applicable Memorandum. Fees charged with respect to Karya’s Separate
Account Clients may be similar or different to those charged to its Funds. Please see Item 6 for
more information.

The Funds generally have the right to terminate Karya’s advisory services at any time without
penalty upon prior written notice. Investment management agreements with Separate Account
Clients are terminable following a notice period generally of no more than 5 days, as negotiated
between Karya and the Separate Account Client. Upon termination of any Advisory Client
account, any earned, unpaid fees will be due and payable.

Funds are also responsible for ongoing expenses, including, without limitation, (i) investment
related expenses, including, but not limited to, brokerage commissions and other charges and
interest expense, (ii) third party legal, bookkeeping, accounting, auditing, record keeping,
administration, corporate secretarial, clerical and directors’ expenses, (iii) printing, duplication,
telephone and mailing expenses, (iv) the cost of maintaining a Fund’s corporate existence and
expenses, filing fees and government fees, (v) expenses related to investor communication and
support, (vi) expenses of the continuing offering by the Funds, and (vii) the costs of any
corporate liability insurance. Separate Account Clients are also responsible for investment
related expenses, including, but not limited to, brokerage commissions, custodial account fees
and other charges and interest expenses.

If more than one Advisory Client incurs a shared expense, Karya will allocate such shared
expense among the applicable Advisory Clients (i) in proportion to the net asset value of each
applicable Advisory Client, (ii) in proportion to the size of the investment made by each
Advisory Client to which the expense relates, or (iii) in such other manner as Karya considers
fair and reasonbable.

Item 12 describes the factors that Karya considers in selecting broker-dealers for Advisory Client
transactions and determining the reasonableness of their compensation.

Redemptions by investors in a Fund are governed by the terms set forth in each Fund’s
Memorandum.

ITEM 7 – TYPES OF CLIENTS

Karya provides investment management services to U.S. and non-U.S. Funds. Investors in the
Funds include institutional clients and high net worth qualified individual investors. The Funds
have a minimum investment requirement of $1 million for investors as set forth in each Fund’s
Memorandum, which may be waived or modified at Karya MM’s discretion in the case of U.S.
Funds or the board of directors’ discretion in the case of non-U.S. Funds. Investors are also
required to meet certain eligibility standards as set forth in each Fund’s Memorandum.

From time to time Karya provides investment management services for a limited number of
Separate Account Clients, which include institutional clients, registered investment companies,
and high net worth qualified individual investors and which are accepted on a case-case by basis.
Separate Account Clients have a minimum investment requirement that may be waived or
modified at Karya’s discretion.