Kotak Mahindra UK Limited

Fees and Compensation

The fees charged by KMUK are as provided below. This may however vary from client to
client and is based on what is negotiated with clients. All fees charged by KMUK are
disclosed in the relevant Offering Memorandum(s) and other subscription document(s).

1. Management fees
As a general rule, management fees payable to KMUK are based on a percentage of the
current value of the assets under management. KMUK typically charges up to 2%
management fee based on the market value of each fund's assets under management. The
management fees are calculated and payable monthly after the subject transactions at the
close of the relevant business day.

2. Performance based fees
In certain situations, KMUK may consider receiving fees in addition to the management fees
based on the performance of the fund. Whereas performance based fees may create an
incentive for KMUK to make investments that are riskier or more speculative than would be
the case in the absence of a performance based fee, KMUK mitigates this conflict by
appropriate segregation of duties. The investment advisory staff in relation to the
performance fee based funds are distinct from the investment advisory staff who manage
the non-performance based funds. Moreover, apart from segregation of duties, the advisors
of the performance fee based funds are based in Dubai whilst the others are based in
Singapore. KMUK typically charges around 20% of the appreciation of the Net Asset Value of
the fund as performance fees. It is clarified that KMUK does not charge any performance
fees to its only advisory client in the US viz Alps/Kotak India Growth Fund.

3. Regulatory and administrative expenses
In some of the accounts managed by KMUK, KMUK charges transaction fees for regulatory
and administrative expenses up to 0.50% p.a. of the value of transactions where KMUK is
facilitates investment by foreign portfolio investors.

In addition to the above, advisory clients will have to pay other fees such as custodian fees
and executing broker charges to the respective custodian/executing broker.

KMUK, as a broker-dealer, also deals in securities for clients and arranges deals for clients on
a non-advised basis.

Performance-Based Fees and Side-By-Side Management

As stated in the fees and compensation section, KMUK may receive fees based on the
performance of the fund. Whereas performance based fees may give rise to conflict of
interests, KMUK has implemented appropriate side-by-side management policies to
mitigate conflicts

Types of clients

The only advisory client domiciled in the US is the Alps/Kotak India Growth Fund which is a
fund registered under the Investment Companies Act of 1940. It invests in securities through
its subsidiary in Mauritius.

The other advisory clients are pooled investment vehicles domiciled outside the US, some of
which are Private Funds. KMUK provides non-discretionary advisory services to two banks.

Methods of Analysis, Investment Strategies and Risk of Loss

The fund management team consisting of fund managers and analysts periodically review
the following:

a) Assessment of the performance of the Alps/Kotak India Growth Fund vis-à-vis the peers in
terms of returns. (Peers include similar strategies managed by domestic asset management
companies, offshore and onshore schemes managed by other asset management
companies.)
b) Analysis of the portfolios of peers, including weight on various sectors and stocks and
review the need for rebalancing the portfolio composition based on such analysis.
c) Stock and sector review based on the following:
     Stock reviews as to performance and possible exits from stocks which have already
        peaked or which have not performed.
     Looking at the movement of sectors and stocks from the weekly report generated
        and discusses entry/exits in general rebalancing.
     Returns from stocks which have been just added to the portfolio
     Discussion of ideas presented by the team members or any ideas by Fund Managers.
d) Portfolio Optimization

The team performs an attribution analysis and decides on the strategies for the period
ahead. The team reviews the performance of the other pooled investment vehicles (Private
Funds) in a similar manner.