MPA Capital Management LLC

FEES AND COMPENSATION

        We provide investment advisory services to our clients whom we bill for our services
based on a percentage of assets under management. The fees charged to the Investment
Entities are paid quarterly in advance by debiting the account. Fees are also based, in part,
upon the performance of the client's portfolio under management (assessed generally by means
of an incentive allocation at year end from the respective accounts).

         We may manage assets for qualified investors for which we receive fees that, in some
instances, include a performance fee component negotiated with the client. The performance
fee component of a client’s advisory fee is generally calculated either (a) as a percentage of a
client’s profits over a stated period of time and may be measured in comparison to a specific
benchmark or index or (b) as a percentage of the client’s assets under management where the
amount of the percentage varies according to the performance of the client’s portfolio under
management, over a period of time, in comparison to a specific benchmark or index. Potential
investors should note the following: (i) with a performance fee, the adviser may receive
compensation based on unrealized appreciation as well as realized gains, (ii) the period used to
measure performance for a performance fee will be based on a limited period and may not
reflect the adviser’s long-term performance and (iii) the benchmark or index, if any, against
which performance is measured for the purpose of calculating the performance fee may not
precisely match the investment characteristics of the portfolio managed by the adviser. Having
a performance fee creates an economic incentive for the adviser to make investments that are
riskier or more speculative than would be the case in the absence of a performance fee. We
intend to make comparable investment decisions in all accounts that follow the same
investment strategy. When two accounts follow the same investment strategy, we do not
intend to make different investment decisions in the two accounts because one account is billed
on a performance fee basis and the other is billed on the basis of assets under management.

        Investment management fees (the "Management Fee") are charged each quarter in
advance based on the total market value of the assets in the client account on the first day of
the quarter. If a new client account is established during a quarter or a client makes an
addition to its account during a quarter, the Management Fee will be charged as of the
effective date of the investment management agreement or the date of the additional
contribution based on the value of the assets as of the applicable date and will be prorated for
the number of days remaining in the quarter. The Management Fee is currently paid by the
Asia Master Fund.

        The general partner or the board of directors of an Investment Entity may waive or
modify the Management Fee for investors that are members, employees or affiliates of the
general partner or the Investment Manager, relatives of such persons, and for certain large,
strategic or founding investors.

       Except for “new issues”, the net profit or net loss (including realized and unrealized gains
and losses) will be allocated to each investor in the Investment Entities and the general partner in
accordance with the ratio of their respective capital account balances.

        At the end of each fiscal year, the general partner of the Asia Fund, as the holder of certain
allocation class shares in the Asia Master Fund, will receive from the Master Fund an annual
incentive allocation equal to (i) 20% of the net profits allocated to each investor’s Series One capital
account (including unrealized gains and losses), if any, and (ii) 17.5% of the net profits allocated
to each investor’s Series Two capital account (including unrealized gains and losses), if any (the
“Incentive Allocation”), subject to a loss carryforward provision.

        Since the general partner of the Asia Fund will receive the Incentive Allocation at the Asia
Master Fund, no incentive allocation will be made at the Asia Fund. When calculating the
Incentive Allocation at the Asia Master Fund, net profits will be reduced by the management fee,
and all items of income, loss and expense incurred at the Asia Fund.

        The general partner or the board of directors of an Investment Entity may waive or
modify the Incentive Allocation for Investors that are members, employees or affiliates of the
general partner or the Investment Manager, relatives of such persons, and for certain large,
strategic or founding investors.

        Each of the Investment Entities also pays other fees such as legal, compliance,
administrator, audit and accounting expenses (including third party accounting services);
organizational expenses; investment expenses such as commissions, research fees and expenses
(including research-related travel); interest on margin accounts and other indebtedness;
borrowing charges on securities sold short; custodial fees; bank service fees; insurance costs
(including D&O and E&O insurance for MPA Capital Management, the general partner of the
Asia Fund and outside directorship liability); costs associated with any regulatory filings
attributable to the assets of the Investment Entities (e.g., Form PF); and any other expenses
reasonably related to the purchase, sale or transmittal of assets.

       We or an affiliate of ours also maintain a capital account in the Asia Fund and,
therefore, we are allocated a pro rata portion of the net profits (or net losses) of the Asia Fund.

       The details of the fee arrangements for all of the funds described in this section are
more fully described in the offering memoranda for the funds to the extent required by
applicable law.

       We generally calculate performance in accordance with the standards promulgated by
the CFA Institute.
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TYPES OF CLIENTS

       Our clients are the Investment Entities.

       In our capacity as adviser to the Investment Entities, we manage the assets and
investments of the Investment Entities. The Investment Entities are more fully described under
Advisory Business, above.

       The minimum initial investment is $1,000,000 and the minimum subsequent investment
is $100,000, both subject to reduction at the discretion of the general partner or the board of
directors of an Investment Entity.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

       We offer advice on the following types of investments:

       Equity securities, including (1) exchange listed securities, (2) securities traded over-
        the-counter and (3) securities of non-U.S. issuers (primarily in the Asia-Pacific region);
       Depositary receipts and equity-linked derivatives;
       Warrants;
       United States government securities;
       Options contracts on securities and swap transactions;
       Futures contracts on intangibles; and
       Exchange traded funds.

         We may purchase shares in initial public offerings ("IPO Shares") for accounts that we manage.
We generally allocate IPO Shares pro rata across eligible client accounts. A client account is eligible to
participate in IPO Shares if the investment is consistent with the account’s investment objectives and
limitations and the account has sufficient funds available for investment. If we are not able to obtain
sufficient IPO Shares in a particular issue to give all eligible accounts a meaningful portion of IPO
Shares, we will allocate the IPO Shares across one or more designated groups of accounts on a rotating
basis. Accounts will be grouped generally according to similarities in investment objectives, limitations
and size. We may adjust IPO Share allocations to allocate round lots. We may also make exceptions to
our general allocation methods consistent with equitable principles, provided such exceptions are
generally applied with consistency and are approved by our senior administration officer or such
officer’s designate.

       We do not engage in securities lending on behalf of the Asia Master Fund, but under a prime
brokerage arrangement the assets of the Asia Master Fund may be loaned by the prime broker in partial
compensation for the provision of prime brokerage services.

      In order to protect the value of our clients’ portfolios against declines resulting from
currency value fluctuations and broad market changes, we may at certain times enter into
hedging transactions using instruments such as forward foreign exchange contracts.

        Our investment analysis methods include principally fundamental analysis and relative
price strength screening. We also rely upon charting and technical analysis.

        The main sources of information that we use include the following:

       Inspections of corporate activities;
       Annual reports, prospectuses; filings with the Securities and Exchange Commission;
       Research materials prepared by others;
       Corporate ratings services;
       Financial newspapers and magazines;
       Company press releases; and
       Timing services.

       We use as an additional source of information an Advisory Board of Marvin & Palmer
Associates composed of individuals who are knowledgeable concerning world events, regional
and international economic conditions and trends, financial markets and other similar
information. The Advisory Board meets with us generally six times a year, and the members
share their views on events, conditions and trends and the implications such events, conditions
and trends might have on equity investments.

        The investment strategies that we use to implement any investment advice given to
clients include the following:

      Long term purchases (securities held at least a year);
      Short term purchases (securities sold within a year);
      Trading (securities sold within 30 days);
      Short sales;
      Margin transactions;
      Options writing, including covered options, uncovered options or spreading strategies;
       and
      Synthetic securities representing stock index futures or various groups of securities and
       options on such synthetic securities for hedging purposes.

       The accounts that we manage generally keep cash balances.

        We, and our related people, generally have authority to determine, without obtaining
specific client consent, the following:

      Which securities are to be bought and sold;
      The amount of securities to be bought or sold;
      The broker or dealer to be used; and
      The commission rates to be paid.

        Except as described above, we, and our related people, generally do not suggest to
clients which brokers they should use.

         Other than limitations imposed by applicable law, the only qualifications to our broad
authority to determine, without specific client consent, the amount and type of securities to be
bought or sold, the broker or dealer to be used and the commission rate to be paid are those
contained in the offering memoranda for the Investment Entities. Such guidelines, restrictions
or limitations could have the effect of limiting the selection of brokers or dealers for such
client’s account or of limiting or otherwise affecting the types and amounts of particular
securities to be bought or sold for such client’s account or the prices at which such securities
are bought or sold.

        All investing involves risk. We invest principally in equity securities. The values of
securities of individual issuers can vary as a result of a variety of factors, and the values of
substantial number of securities in a market also can vary as a result of a variety of factors. In
either case the result can be a substantial loss of value. If an individual issuer becomes
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