South Ocean Management Ltd

Item 5 – Fees and Compensation
South Ocean acts as investment manager for its clients, which are primarily High Net Worth

individuals. South Ocean has been a manager for tax-exempt corporate pension plans in its earlier years

as well.

South Ocean has also managed discretionary, separately managed programs and offers its

Delaware Limited Partnership (which South Ocean is the designated manager) to individual clients, Hong
Kong Partners LP.

The specific manner in which fees are charged by South Ocean is established in a client’s

written agreement with South Ocean and the fund. South Ocean will generally bill its fees on a quarterly

basis. Management fees may be prorated for significant capital contributions and

withdrawals made during the applicable period. Accounts initiated or terminated during a

calendar quarter will be charged a prorated fee. Upon termination of any account, any

prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due

and payable.

Our annual investment management fee is 1.5% of assets under management. These fees are payable

quarterly and at the end of each quarter.

South Ocean may receive a performance fee from the Hong Kong Partners LP Fund at an annual rate of

15% of the Fund's net annual profit, calculated at year-end.

South Ocean may receive a performance-based fee from certain clients as discussed in Item

6 below.

Clients of South Ocean bear certain other fees, expenses and costs (in addition to South Ocean’s

management/advisory fees) which are incidental or related to the maintenance of an account or

the buying, selling and holding of investments including, but not necessarily limited to: (1)

custodial charges; (2) brokerage fees, commissions and other related transaction costs and

expenses; (3) governmental charges, taxes and duties; (4) transfer fees, registration fees

and other expenses associated with buying, selling or holding investments; and (5) fees

associated with investments in other, unaffiliated pooled investment vehicles such as

mutual funds or exchange traded funds held in a client’s portfolio.

Such charges, fees and commissions are in addition to South Ocean’s fee, and South Ocean

does not receive any portion of these commissions, fees, and costs.

Item 12 further describes the factors that South Ocean considers in selecting broker/dealers for client

transactions and determining the reasonableness of their compensation (e.g., commissions).

Item 7 – Types of Clients
South Ocean acts as investment manager for its clients, which are primarily High Net Worth individuals.

South Ocean also provides management services to a limited partnership. There are no

material differences in the way we provide advice to these accounts.

South Ocean has a minimum investment size of $150 thousand for new Limited Partners or

US$1 million to separately managed accounts.

South Ocean manages a Delaware Limited Partnership, the Hong Kong Partners LP, for individual

investors and institutions. The minimum investments in the fund is $150 thousand.