Kenmare Management LP

FEES AND COMPENSATION

A.     Advisory Services and Fees

        Written investment advisory agreements, or other contractual arrangements, and
organizational and offering documents of the Funds, govern the terms of compensation and the
manner in which we charge fees to each of our clients. The fees we charge for our advisory
services may be negotiable depending on the circumstances of the client’s account and the
service levels we provide to the client. We generally bill our fees on a quarterly or annual basis.
Our fees are payable in arrears. For a detailed description of our fee arrangements, see “Item 5
Fees and Compensation − Payment of Fees” below.

        In addition to our fees and compensation, each Fund will pay all of its operating expenses
and administrative expenses, which are set forth in the applicable written investment advisory
agreements and organizational and offering documents of the Funds. Operating expenses and
administrative expenses include, but are not limited to, all investment expenses (e.g., brokerage
commissions and interest expenses); travel expenses relating to the Funds’ operations; legal
expenses; accounting expenses (including the cost of an accounting software package); auditing
and tax preparation expenses; sub-advisory expenses (if applicable, and to the extent the fees of
sub-advisors exceed commission rebates to the Fund used to pay sub-advisors); organizational
expenses; expenses relating to the offer and sale of Fund interests; and other expenses related to
the Fund. Each Fund generally will also be responsible for its own extraordinary expenses (such
as, to the extent applicable, litigation expenses and indemnification expenses). We will bear the
costs of providing our services to the Funds, including our general overhead, salary, office and
travel expenses (other than travel related to the investment of the Funds’ assets), and will be
reimbursed for any non-investment advisory expenses we incur on behalf of the Funds.

       We do not receive brokerage commission or other compensation attributable to the sale
of securities or other investment products.

       For a discussion of the factors that we consider in selecting or recommending broker-
dealers for client transactions and determining the reasonableness of commissions and
compensation for such broker-dealers, see “Item 12 Brokerage Practices − Selection of Broker-
Dealers and Reasonableness of Compensation.”

B.     Payment of Fees

       The fees relating to our trading strategies for the Funds are generally as follows:

           •   A management fee is payable to the Adviser, quarterly, in advance, at an annual
               rate of 1% of the applicable Fund’s net assets attributable to each capital
               contribution.

           •   A performance allocation, or fee, is allocable, or payable, to us by a Fund at a rate
               equal to 20% of the net gains allocable to an investor’s account. The performance

               allocation, or fee, is generally allocable, or payable, on an annual basis in arrears.
               The performance allocation, or fee, is subject to a “high water mark.”

           •   Such fees are deducted from the applicable Client Account.

       We may elect to waive or reduce the incentive allocations, or fees, and the management
fees described above, without notice to, or the consent of, any client (or underlying investors in
the Funds). There are no current side letter agreements that would negatively impact the Funds.

       Finally, with respect to each capital contribution by a Fund investor, such investors may
also be subject to certain withdrawal or redemption restrictions that limit their ability to
withdraw capital within the first year after effecting each such capital contribution.

        Pursuant to the terms of the client’s investment advisory agreement, if the investment
advisory relationship is terminated (or funds are withdrawn) as of any date other than the last
business day of the applicable payment period, we typically charge a pro-rated management fee
based on the ratio that the number of days for which investment advisory services were rendered
bears to the total number of days in that payment period, and we return any unearned fees to the
client or underlying investor. In the event that the investment advisory relationship is terminated
(or funds are withdrawn) other than at the end of a performance fee or allocation calculation
period, such termination (or withdrawal) date shall typically be treated as the end of a
performance fee or allocation calculation period, and, if earned, we will charge such client a
performance fee, or allocate a performance allocation, in connection with such client’s account,
as applicable.

TYPES OF CLIENTS

       We currently provide investment advisory services to the Funds, which are offered to
high net worth individuals, financially sophisticated individual and institutional investors,
including trusts, estates, or charitable organizations, pension and profit sharing plans, and
comingled investment vehicles.

        Investors in the Funds generally must make minimum initial subscriptions of $1,000,000,
with subsequent investments generally subject to minimum investments of $50,000. In addition,
investors in the Funds must meet certain prescribed criteria, including, as applicable, being an
“accredited investor,” as defined in Rule 501(a) of Regulation D, promulgated pursuant to
Section 4(2) of the Securities Act of 1933, as amended; a “qualified purchaser,” as defined in
Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended; and a “qualified
client,” as defined in Rule 205-3 of the Advisers Act. Such minimum investment amounts and
investor criteria are set forth in the offering documents of each Fund.

       We may, in our sole discretion, waive any of these minimum account requirements.