Shah Capital Management Inc

ITEM 5         FEES AND COMPENSATION

Program Accounts

The annual fee for the Program is 1.40%. Shah Capital charges its annual fee quarterly, in
advance, based upon a percentage of the market value of the assets including cash and cash
equivalents on the last day of the previous quarter. The annual fee shall be prorated for partial
calendar quarters.

Shah Capital requests from clients the authority to debit the client’s account for the amount of
Shah Capital’s fee and to directly remit that management fee to Shah Capital in accordance with
applicable custody rules. Schwab, the Financial Institution recommended by Shah Capital, has
agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from
the account including the amount of management fees paid directly to Shah Capital. For detailed
information regarding the Program, including the fee schedule, terms and other important
considerations, clients should refer to the disclosure document (Part 2A Appendix 1 of Form ADV:
Wrap Fee Program Brochure) for the Program. Please contact Chaya Rao at 919-719-6361 or at
chaya@shahcapital.com to request a copy of Part 2A Appendix 1.

Limited Partnerships

For our services to the Fund, we receive a Management Fee as described below. In addition, the
General Partner will receive an annual “Incentive Allocation” as described below.

Management Fees: Shah Capital receives a quarterly management fee calculated at the annual
rate of 1.4% of each Limited Partner's capital account in the Fund (the "Management Fee").

The Fund may, from time to time, invest in, or designate existing investments as illiquid securities
or securities that are difficult to value. Under these circumstances, the Fund has the authority to
hold such investments in separate special situation sub-accounts (each, a "Designated
Investment”). An investor will only participate in Designated Investments that are purchased after
the admission of the investor to the Partnership.

For the purposes of determining the Management Fee, Designated Investments will be valued at
fair value in accordance with generally accepted accounting principles ("GAAP"). Certain illiquid
investments may be deemed Designated Investments as that term is used in the offering
documents of the Funds.

The Management Fee is paid quarterly in advance, based on the value of each Limited Partner's
capital account, as of the beginning of each quarter. The Management Fee will be prorated for
any period that is less than a full quarter and will be adjusted for contributions made during the
quarter. Shah Capital, in its sole discretion, may waive or modify the Management Fee for Limited
Partners that are members, employees or affiliates of the General Partner or the Investment
Manager, and for certain large or strategic investors.

Incentive Allocation: For each Fiscal Year there will be reallocated to the capital account of the
General Partner of the Master Fund from the capital account of each Limited Partner, 20% of
each Limited Partner’s share of net profits (including net profits from the sale or Deemed
Liquidation of any Designated Investments) (the Incentive Allocation), if any, subject to a loss
carryforward provision (See details under General Information below). In other words, the Fund
has a high-water mark policy which means that the Fund accounts must get back to their high

water valuation mark before performance fees can be charged. The Incentive Allocation will not
be charged with respect to a Designated Investment until after it is sold or otherwise deemed
liquidated.

GENERAL INFORMATION

Negotiability of Advisory Fees: Discounts, not generally available to our advisory clients, can
be generally offered to family members and personal acquaintances of the Supervised persons
of our firm.
With respect to the Fund, Shah Capital’s Management Fee and the General Partner's Incentive
Allocation can be discounted or waived with respect to any investor for any particular period of
time at the sole discretion of Shah Capital or the General Partner, as applicable. This discounted
rate or waiver is not available to all or even most investors in the Fund. Shah Capital, LLC, as the
General Partner of the Fund, in its sole discretion, can waive or modify the Incentive Allocation
for Limited Partners that are members, employees or affiliates of the General Partner or the
Investment Manager, and for certain large or strategic investors.

Termination of Advisory Relationship:

Program Clients: The Agreement between Shah Capital and the client will continue in effect until
terminated by either party pursuant to the terms of the Agreement. Shah Capital’s annual fee
shall be prorated through the date of termination and any remaining balance shall be refunded
to the client, as appropriate, promptly.

Limited Partnership Investors: A Limited Partner may withdraw all or any portion of its capital
account (other than attributable to Designated Investments) on the last day of the calendar
quarter following the first anniversary of its initial investment in the Fund. Withdrawals must be
made pursuant to a written notice which must be received by the Partnership at least 90 days
prior to the relevant withdrawal date.

The General Partner, in its sole discretion, can waive or modify any provisions regarding
withdrawals for Limited Partners that are members, employees or affiliates of the General Partner
or the investment Manager, and for certain large strategic investors.

Upon a limited partner's complete withdrawal from the Fund, the limited partner will continue to
retain its interest in Designated Investments in which it participates until such Designated
Investments are sold or Deemed Liquidated.

Upon a Limited Partner's full withdrawal from the Fund, at least 90% of the estimated value of
the limited partner's capital account (not including its interest in any Designated Investments) will
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ITEM 7          TYPES OF CLIENTS

Our firm provides investment management services to individuals, including high net worth
individuals, pension and profit-sharing plans, trusts, corporations and other business entities
through our Program accounts and the private investment funds disclosed in Item 4 of this
Brochure.

With respect to the Program, Shah Capital does not require a minimum account size for the
Program accounts, however, clients should be aware that accounts with a value under $100,000
will typically, out of necessity, hold fewer positions in higher concentrations than other client
accounts. As a result, these accounts may experience a greater degree of volatility.

With respect to the Fund, as may be permitted by the General Partner, the minimum required
initial investment in the Fund is $1 million for individuals and $5 million for institutional investors.

Interests in the Fund are available only to qualified clients within the meaning of Rule 205-3 of the
Investment Advisers Act of 1940 and accredited investors as defined in Rule 501 of Regulation D
under the Securities Exchange Act of 1933. The Fund is not required to register as investment
companies under the Investment Company Act of 1940 in reliance upon exemptions available to
funds whose securities are not publicly offered.

Prospective investors should refer to the appropriate Private Placement Memorandum (Offering
documents) of any Shah Capital Fund under consideration for additional important qualifications
requirements.