UG Investment Advisers Ltd

ITEM 5: FEES AND COMPENSATION

UG is compensated for advisory services rendered to the Funds that it advises through (1) advisory fees and
(2) performance based compensation arrangements. Advisory fees are generally paid monthly, in arrears,
based on an annual rate against each Fund’s current net asset value (“NAV”). In most cases, the advisory
fee rate will be 2% of NAV but different investors or classes of investors will pay different fees. For Fund
strategies that require direct access to the securities markets of the PRC, the Funds also pay such product
service fees to certain QFIs with eligible QFI licenses. Performance fees, when earned, are generally payable

monthly, in arrears and calculated as a percentage (often 20%) of total investment return, based mostly on
a high watermark calculation methodology (benchmark of which previously was US dollar 12-month
LIBOR and now after the LIBOR cession is the Mid Yield of The United States 1 Year Government Bill).
Performance fees creates certain conflicts of interest, as discussed in Item 6, below.

UG receives other fees from the Funds or from investors in the Funds. These include fees for advising
on/recommending to the Fund in respect of structuring and arranging short sales in, and for accessing,
restricted markets and for establishing any investment vehicle or special purpose vehicle in any country as
UG sees fit. Such fees are generally equivalent to 0.25% per annum of each Fund’s NAV and payable
monthly in arrears by each Fund. There are also charges in connection with an investor’s investment in or
redemption from a Fund. However, different investors or classes of investors pay different such fees. Certain
classes of a Fund pay distribution fees (e.g., generally 0.625%) to distributors for investor referrals. However,
minimum investment amount for these classes is much lower than that of a class that does not include
distribution fees (e.g., USD100,000 v. USD3,000,000). Except fees above mentioned, UG or its directors
does not receive any commission when recommending investments (e.g., buy-in or sell-off a security) or
providing advisory service to the Funds from any of its brokers or service providers (e.g., custodian and
administrator of the Funds).

Each Fund also bears all costs of its trading and investment activities. Such expenses generally include, but
are not limited to, commissions and fees (e.g., execution, give-up, brokerage, exchange, clearing, principal,
and regulatory), margin, option premiums, delivery, escrow and custody fees and expenses (including
administrator, valuation, registrar and any other transaction handling fees), research fees, taxes, duties and
other governmental charges, costs associated with foreign exchange transactions, advisor fees, insurance costs,
interest expenses, acquisition costs, due diligence costs (including travel expenses), transfer and registration
fees, legal and accounting fees and expenses and costs, expenses and fees (including investment advisory and
other fees charged by the investment advisers of funds in which the client’s account invests) associated with
products or services that are necessary or incidental to such investments or accounts.

Additionally, each Fund generally pays all of its ordinary organizational, offering, administrative, and
operating expenses, including, but not limited to, ordinary and recurring legal, accounting, escrow, auditing,
recordkeeping, administration, directors’ fees, and certain clerical expenses including those incurred in
preparing, printing and mailing reports and tax information to investors and regulatory authorities, expenses
for specialized administrative services, filing fees and taxes. Additional fees (e.g., wire transfer charges) are
also imposed by service providers.

Please see Item 12 and Item 14 of this Brochure for further discussions of UG’s brokerage practices and
client referrals and other compensation.

ITEM 7: TYPES OF CLIENTS

UG now provides non-discretionary management and investment advice to GCMF, as well as its other Funds,
and not to the individual investors in such Funds. UG may service additional types of clients in the future,
including U.S. Persons. Funds may, but will not necessarily, employ a “master-feeder” structure for
regulatory, tax or investment purposes. Generally, a master-feeder structure vests trading operations in one
or more “master” funds while investors may typically access the master fund(s) only through one or more
“feeder” funds. These feeder funds, in turn, invest (directly or indirectly) in the master fund(s). Funds may
be organized within the U.S. (typically as Delaware Limited Liability Companies and each such Fund shall
be referred to herein as a “U.S. Fund”) but it is generally anticipated that most of the Funds will be organized
outside the U.S. (an “Offshore Fund”). It is expected that any master fund will be an Offshore Fund while
feeder funds may be U.S. Funds or Offshore Funds.

UG expects that each U.S. Fund (and any Offshore Fund in which U.S. Persons invest) that invests primarily
in securities will be excepted from the definition of an “investment company” for purposes of the Investment
Company Act of 1940 (the “1940 Act”) pursuant to Section 3(c)(1) of the 1940 Act (“3(c)(1) Funds”) or
Section 3(c)(7) of the 1940 Act (“3(c)(7) Funds”) and that securities issued by such Funds will not be
registered under the Securities Act of 1933 (the “1933 Act”). Certain Funds may be “commodity pools” for
purposes of the Commodity Exchange Act (“CEA”) and related regulations administered by the U.S.
Commodity Futures Trading Commission (“CFTC”). UG or a Fund may rely on CFTC exemptions with
respect to such commodity pools.

Compliance with these exceptions (and other applicable law) requires the Funds to restrict the classes of
persons who may invest. Interests in 3(c)(1) Funds generally may be offered only to persons who are
“accredited investors” as defined in Regulation D under the 1933 Act and, where such Fund pays a
performance based fee, “qualified clients” as defined in Rule 205-3 under the Advisers Act. Interests in 3(c)(7)
Funds generally must be offered to persons who are both “accredited investors” as defined in Regulation D
under the 1933 Act and “qualified purchasers” as defined by Section 2(a)(51) of the 1940 Act. However,
interests in any Offshore Fund may also be offered outside the U.S. to persons who are not “U.S. Persons” as
defined in Regulation S under the 1933 Act and, in this respect, certain Offshore Funds may be authorized for
public distribution in certain non-U.S. jurisdictions. Offshore Funds may also be offered on a private placement
basis to U.S. entities (typically tax exempt) who meet the applicable eligibility requirements. Investors may
also be subject to additional eligibility requirements, as set forth in the relevant Governing Documents. For
example, investors in Funds for which UG is a commodity pool operator that is (i) exempt from certain
reporting, recordkeeping and disclosure requirements pursuant to Rule 4.7 under the CEA or (ii) exempt from
registration and related requirements pursuant to Rule 4.13(a)(3), or other provisions of or rules under the CEA
may be required to meet additional requirements. UG’s personnel (including, but not limited to, portfolio
management personnel responsible for advising on/making recommendations to the Funds concerning cash
and the investment and re-investment of the investments of the Funds) who are “knowledgeable employees”
(as defined in Rule 3c-5 under the 1940 Act) or who meet the Fund’s eligibility criteria may invest in the
Funds. UG or its related persons may also hold interests in Funds and may have different compensatory,
investment or pecuniary interests in such Funds, including some which follow similar, complementary or
competing strategies. Investments in a Fund may be subject to initial minimum commitment requirements and
there may also be minimum requirements imposed for additional investments as well as minimum continuing
commitment requirements in the event of a partial redemption. Any such requirements will be set forth in the
Fund’s governing documents. In some cases, UG may have authority to waive such requirements. Investors in
the Funds may be required to provide certain identifying information in connection with their applications to
subscribe. UG may be subject to and will comply with all applicable laws (including U.S. Regulation S-P)
enforced by the U.S. Securities and Exchange Commission and other regulators in the United States that
govern privacy of information. UG will not share any personal information of its investors that it collects
unless permitted by applicable law.