Old Bridge Capital Management Private Limited

Item 5. Fees and Compensation

A.    The Firm receives compensation from its clients based both on the percentage of assets
      it manages and/or on performance achieved for its clients’ accounts.

      Generally, the Firm charges third-party investors in the Fund an asset-based
      management fee of upto 2.25% per year of the assets that it manages.

      However, for the investors in MSF, the higher of i) an asset- based management fee of

     2.25% per year of the assets that it manages and ii) a performance fee of up to 20% of
     profits attributable to those investors every three years over an 8% annual “hurdle
     rate”.

     Also, for the investors (class C) in LTEF, the higher of i) an asset-based management
     fee of 0.75% per year of the asset that it manages and ii) a performance fee of up to 10%
     of profits attributable to those investors every year over an 8% annual “hurdle rate”.

     Generally, the Firm charges discretionary Separate Clients a) an asset-based
     management fee of 2.25% per year of the assets that it manages or b) the higher of i) an
     asset-based management fee of 2.25% per year of the assets that it manages and ii) a
     performance fee of up to 20% of profits attributable to those investors every three years
     over an 8% annual “hurdle rate.”

     In addition, the Firm charges non-discretionary Separate Clients a) a service fee of
     2.25% per year of the assets that it advises and b) a research incentive fee of up to 20%
     of profits attributable to the assets that it advises on every three years over an 8%
     annual “hurdle rate.”

B.   The Firm deducts management fees from Separate Client and Fund accounts monthly
     and the performance fee every three years, or upon an earlier withdrawal. Separate
     Clients are sent monthly invoices for the management fee owned by those clients for
     each month.

C.   In addition to the compensation payable to the Firm described above, clients pay their
     own ongoing direct investment and operating expenses. The list below details some of
     these expenses, but does not include every possible expense clients may incur.

        Interest on borrowings and guarantees, including expenses for enforcing securities;
        Banking, fund accounting, custody, and currency exchange fees;
        Brokerage commissions and other charges;
        Stamp duties, securities transaction taxes, and other taxes, duties, and governmental
         charges imposed on transactions;
        Payments due under investment contracts, such as mark-to market payments;
        Certain legal and regulatory expenses;
        Financing, legal and accounting expenses in connection with investments;
        Other expenses including commissions associated with the acquisition of, holding
         and disposition of investments, including extraordinary expenses (such as litigation,
         any taxes, fees or other government charges, if any);
        Indemnification obligations, if any; and
        any tax and other liabilities, claims, costs, interest, penalty, losses, damages and
         expenses (including reasonable attorneys’ fees and costs) arising out of or in
         connection with the client.

     The Firm may, but is under no obligation to, bear certain expenses on behalf of its

     clients from time to time.

D.   Clients do not pay any management fees or performance compensation in advance.

E.   Neither the Firm nor any of its principals or employees receives any compensation for
     the sale of securities or other investment products, including charges or fees from the
     sale of mutual funds.

Item 7. Types of Clients

The types of clients to whom the Firm generally provides investment advice are the Fund,
as well as Separate Clients that consist of individuals, high net worth individuals,
businesses, third-party investment managers, institutional clients and other entities.

The minimum investment for third-party investors in the Fund is INR 10,000,000. The
minimum investment for a Separate Client is INR 5,000,000.

Item 8. Method of Analysis, Investment Strategies and Risk of Loss

Firm level investment strategy is given below:

A.   The Firm invests in the fastest growing part of the economy/industries /sub-sectors
     for its clients and picks businesses that benefit from an increase in size of opportunity,
     improving visibility and/or better predictability of higher earnings trajectory and cash
     flows. The Firm aims at identifying improving industry macros early on, to be able to
     buy into those opportunities at attractive valuations.

     The investment strategy of the Firm is to invest in equity and equity-related securities
     of listed and to be listed Indian companies. The Firm invests in multiple sectors for its
     clients and can invest across market capitalization.

     The Firm may invest in equity derivatives, amongst other things for purposes of
     hedging and portfolio balancing, as may be permitted under applicable regulations

from time to time.

Underlying asset class in which the Firm will invest for its clients will be primarily
listed equity and equity related securities. Investment in liquid funds/fixed term
papers will be made for liquidity purposes. Clients may invest in the instruments,
including but not limited to mutual funds, Indian equity, equity linked securities,
money market instruments and in other securities, listed, quoted or traded on any stock
exchange or over the counter, or as permitted under applicable law. The Firm uses
fundamental and technical factors to identify potential trades for clients.

The key selection criterion for the Firm is the ‘informed’ depth of its understanding of
the underlying businesses in which it invests on behalf of its clients. The Firm’s in-
house collaborative research effort is responsible for generating, cataloguing, and
tracking the majority of the ideas for its clients’ portfolios. The Firm’s methodology
involves detailed fundamental research including industry, business, accounting,
financial, valuation and management analysis. This analysis is regularly supplemented
with meetings, conversation and/or site visits with management teams.

Additional due diligence may be done by interviewing competitors, suppliers and
customers, and/or through the use of an extensive network of specialist consultants.

When the Firm analyses its investment ideas, it also constantly looks for change and its
catalyst. The change should lead to either acceleration of earnings growth or realization
of value combined with the possibility of change in the valuation yard sticks
(perception) applied by the market. A top down overview is especially important while
analyzing some of the cyclical and commodity sectors that are linked to domestic and
global economy.

While screening and analyzing companies, the key criteria that the Firm looks at are:

 Capital efficient nature of the business
o Look to identify companies that would migrate upwards from a low RoE
o The ideation is not to predict growth, but to necessarily look for capital employed to
  be controlled
o Cash flow positive nature of the business with low gearing are critical elements of
  this transition

 Monopolistic/Consolidator of the industry
o Preference for consolidating businesses
o Identify companies gaining market share with no corresponding change in capital
  employed
o Identify companies with the lowest cost in their respective industry
o Companies need to be profitable in this transition
o Leadership at the end of consolidating cycle usually end up with higher market share
  and pricing power

      Low financial leverage
     o Preference for companies with negligible debt
     o Prefer businesses leveraging into an economic up-cycle & deleveraging at the top of
       the cycle

      Low valuation
     o Look for “out of favour” businesses where current value of the stock reflects its
       depressed earnings
     o EV/ Sales
     o Market Cap/Cash Profit(Flows)
     o Typically, the Firm is market cap agnostic and looks for opportunities across various
       market caps and sectors. However, the Firm believes its sweet spot is companies with
       a market cap between USD 10 mn to USD 2 bn from where some of its best ideas have
       come in the past. These are typically reasonable sized businesses, many times leaders
       in their segments where either there is not enough analyst coverage or the Firm’s views
       about the investment are different from street expectations.

        Investment strategies for Separate Clients, and scheme specific investment
        strategies, depend on the investment objectives of those Separate Clients and
        schemes. Separate Client/scheme specific investment strategies are defined in the
        governing documents of those Separate Clients and schemes.

B.   Please see below for a detailed explanation of some of the significant risks associated
     with the investment strategies the Firm employs. This summary does not describe all
     of the risks associated with an investment in the Fund or a Separate Client or all risks
     associated with our strategies. Although no summary can fully describe all of these
     risks, the governing documents of the Fund contain a more complete description of the
     risks associated with an investment in the Fund.

     Limited Operating History: The Firm is a recently-formed entity which does not have an
     extensive operating history for prospective investors to evaluate prior to making an
     investment managed by the Firm.
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