NAYA Capital Management UK Limited

Item 5.         Fees and Compensation
Management Fee
Each investor in the Funds will pay a management fee ranging from .5% - 2% depending on the
particular share class selected for investment. As described below in Item 11, certain of Naya’s
employees invest in the Funds. Employees are not subject to management fees. Management fees are
generally paid monthly in arrears and are calculated based on the net asset value of the Fund as of the
end of such month. Naya may waive, reduce or calculate differently the management fee with respect
to any share class or any investor in its sole discretion. The specific terms of the management fee and
share classes are outlined in the relevant Fund’s offering memorandum.

Incentive Fee
Naya receives an incentive fee ranging between 15% to 20% (depending on the class of equity interest
in the relevant Fund and subject to a hurdle that is based on a reference benchmark) of the net realized
and unrealized appreciation in the net asset value of the Fund at the end of each year. As described
below in Item 11, certain of Naya’s employees invest in the Funds. Employees are not subject to
performance-based fees. Naya may waive, reduce or calculate differently the incentive fee with respect
to any share class or any investor in its sole discretion. The specific terms of the incentive fee and share
classes are outlined in the relevant Fund’s offering memorandum.

Investors in the Private Equity Vehicles and Separate Accounts pay a negotiated management and
incentive fees which is outlined in the relevant client’s agreements with Naya.

Expenses
In addition to the management fee and the incentive fees outlined above, investors in the Funds will
also pay their pro rata portion of investment expenses (e.g., expenses that, in Naya’s discretion, are
related to the investment of the Advisory Clients’ assets, whether or not such investments are
consummated, such as brokerage commissions, expenses relating to clearing and settlement charges,
custodial and depository fees, bank service fees and interest expenses); investment-related travel
expenses (which are travel expenses related to the purchase, sale or transmittal of the Funds’
investments incurred by Naya); professional fees (including expenses of consultants, investment
bankers, attorneys, accountants and other experts) relating to investments, taxes, fees and expenses
relating to software tools, programs or other technology utilized in managing the Funds’ investments
(including third-party software licensing, implementation, data management and recovery services and
custom development costs); research and market data software or data feeds; administrative expenses
(including fees and expenses of the administrator); legal expenses; external accounting and valuation
expenses (including the cost of accounting software packages); audit and tax preparation expenses; costs
related to errors and omissions insurance for the directors of the Fund; fees of the directors of the
general partner; costs of printing and mailing reports and notices; entity-level taxes; corporate licensing
regulatory expenses (including filing fees); organizational and reorganizational expenses; expenses
incurred in connection with the offering and sale of the interests and other similar expenses related to
the Funds; indemnification expenses; and extraordinary expenses.

For more specific disclosure regarding the expenses paid by the Funds, investors should consult the
relevant offering documents.

Item 7.        Types of Clients
At the date of this Brochure, Naya provides investment advice to the Naya Master Fund L.P. which is
organized in a Cayman Islands master-feeder structure with two feeder funds, Naya Fund L.P., a
Delaware LP (“Naya Onshore Feeder”) and Naya Fund (“Naya Offshore Feeder”) (collectively “Naya
Feeder Funds”, and together with the Naya Fund L.P., “Naya Fund”). The Naya Fund is registered as
a mutual fund with the Cayman Islands Monetary Authority.

In addition to the Naya Fund, the Firm also provides investment management services to the Naya
1740 Fund Ltd., which is a fund of one organized in the Cayman Islands, Nayawood LP, a Cayman
Limited Partnership and a long-only Fund; Naya Coldwater Master Fund Limited, a Cayman Limited
Company with two feeder funds; Naya Coldwater Fund LP, a Delaware LP (also a “Naya Onshore
Feeder”) and Naya Coldwater Fund Limited (also a “Naya Offshore Feeder”). All funds are collectively
referred to herein as “the Funds”.

Investors in Funds must be (i) “accredited investors” as defined in Regulation D under the Securities
Act, and (ii) “qualified purchasers” as defined under the Investment Company Act of 1940 (the
“Company Act”) or “knowledgeable employees”, as defined under Rule 3c-5 of the Company Act, and
must meet other suitability requirements. Investors in the Funds are generally U.S. and foreign-based
high net worth individuals, corporations, trusts, institutions, financial institutions, and government
entities. The minimum initial capital contribution is $1,000,000, subject to the discretion of the general
partner of the Fund to accept capital contributions of a lesser amount or establish different minimums
in the future.

The Firm has the ability to offer customized structures for investors which will be considered on a case-
by-case basis. Certain of the Funds and the Firm are party to a number of side letters. These principally
record fee and transparency terms agreed with the investor. Beyond this, the side letters often contain
clarifying language that relates to the Fund governing documents and also records other pertinent terms
related to the personal situation of the investor such as ERISA status or Bank Holding Company Act
implications. No side letter contains any preferential fee or transparency structure that is not disclosed
in this document.

As described above in Item 4, in addition to the Funds, Naya also provides investment advice to one
Separate Account, which is a non-U.S. client, and also two single-investor Private Equity Vehicles, both
of which are a non-U.S. client.