Marcellus Investment Managers Private Limited

Item 5: Fees and Compensation

        Marcellus bases its portfolio management fees on a percentage of assets under management.
In addition, Marcellus collects and remits to applicable third parties fees for services required under
Indian law, as described under Item 5.B below. New investment advisory agreement fees are
calculated on a work-scope basis and may be adjusted for complexity of individual situations,
especially when investment management is not the most significant part of the relationship.
Marcellus, in its sole discretion, may waive its minimum fee and/or charge a lesser investment
advisory fee based upon a number of criteria (e.g., historical relationship, type of assets, anticipated
future earning capacity, anticipated future additional assets, dollar amounts of assets to be
managed, related accounts, account composition, negotiations with clients, etc.). All fees are
subject to negotiation.

   A. Investment Advisory Services Fee

        The scope of work and fee for an investment advisory agreement is provided to the client
in writing prior to the start of the relationship. An investment advisory agreement includes
investment advisory services and periodic performance reporting.

         Fees are based on a percentage of assets under management and are charged at the end of
the billing period. The end of the billing period is typically the end of each calendar quarter. Fees
will depend on the type and size of the account and the specific investment strategy employed.
Fees are typically assessed in arrears, but may be payable in advance under limited circumstances.
If an account is closed or transferred, Marcellus has the right to prorate fees for the period of time
the assets are under management.

        While fees may be individually negotiated, clients will generally pay investment advisory
fees not to exceed the following annual rate for each of Marcellus’s model portfolios:

            Model Portfolio                                     Maximum Annual Rate

            Consistent Compounders                              2.50%

            Kings of Capital                                    2.50%

            Little Champs                                       3.5 %

            Liquid STP                                          2.50%

            Marcellus Curation                                  2.50%

            Rising Giants                                       2.50%

            MeritorQ                                         2.50%

            Multi Asset Balanced                             2.50%

            Multi Asset Conservative                         2.50%

            Multi Asset Aggressive                           2.50%

            Multi Asset Income                               2.50%

            Global Compounders                               2.50%

            Core Domestic Equity                             1.50%

            Multi Asset Income                               1.50%

            MeritorQ Small Cap                               1.50%

   B. Additional Fees

       In addition to the investment advisory fees discussed above, Marcellus collects the
following fees consistent with Indian market regulations and practices:

      Accounting fee, which covers assistance needed for establishing and maintaining a client’s
       account;
      Audit fee, which covers an independent audit or verification of a client’s account (generally
       required under Indian or U.S. law);
      Custodian fee, which covers the costs associated with maintaining a client’s account with
       a custodian; and
      Legal/notary fee, which covers certain stamp and notary charges associated with preparing
       a client’s account.

         Marcellus will not collect more than 0.50% per annum of a client’s assets under
management to cover these fees and – for most U.S.-based clients – these fees are covered out of
the client’s investment advisory fee. Exceptions may be made on a negotiated basis for
institutional and other client relationships.

        The fees charged by Marcellus do not cover fees and charges in connection with: debit
balances, margin interest, odd-lot differentials, IRA fees, transfer taxes, exchange fees, wire
transfers, extensions, non-sufficient funds, mailgrams, legal transfers, bank wires, postage, costs
associated with exchanging foreign currencies, and SEC fees or other fees or taxes required by
law. In addition, clients may choose to participate in a custodian’s sweep program, which may
offer commingled investment vehicles such as money market mutual funds. All such funds
typically incur fees for investment advisory, administrative and distribution services.

       A client will incur transaction charges and/or brokerage fees when securities are purchased

or sold for the client’s account. These charges and/or fees are typically imposed by the broker-
dealer or custodian through which the transactions are executed. For additional information with
respect to Marcellus’s brokerage practices, see Item 12 below.

        Custodians of client assets, especially in cases of accounts designated as a retirement
account (i.e., traditional pension, IRA, Roth IRA, 401k, etc.), may charge a fee to cover the cost
associated with the additional tax reporting these accounts require. This fee may be charged and
collected by the custodian and is in addition to the fees charged by Marcellus.

        Other fees may also be charged by the custodian in special situations, such as for legal
transfers, wire requests, check re-orders, insufficient funds, and other service-related fees. These
fees are charged and collected by the custodian and are in addition to the fees charged by Marcellus.

   C. Payment

        Generally, fees are debited directly from specified client accounts unless other arrangements
are made and mutually agreed to in writing (e.g., Marcellus provides the client an invoice for direct
...

Item 7: Types of Clients

       As discussed in Item 4 above, Marcellus provides investment advice to SMAs and to pooled

funds which may include individuals, investment companies, pension and profit sharing plans, trusts,
estates, or charitable organizations, and corporations or other entities. Client relationships vary in
scope and length of service. As noted in Item 4, Marcellus also provides services to the Indian
Fund. Marcellus only provides services to clients who invest a minimum of the US dollar
equivalent of INR 50 lacs (currently approximately $60,000). Marcellus, in its sole discretion,
may waive its account minimum based upon a number of criteria (e.g., historical relationship, type
of assets, anticipated future earning capacity, anticipated future additional assets, account
composition, negotiations with clients, etc.).