Value Partners Limited

Item 5 - Fees and Compensation

Fund’s Fees and Compensation

The fees paid to VP are detailed in each Fund’s investment management/advisory agreement and
in each Fund’s EM, Prospectus or PPM. The fees generally include:

   -   an annual or annualized management fee expressed as a percentage of the Fund’s assets
       under management with VP; and

   -   incentive or performance-based fees or compensation calculated based:

       a.      in the case of Private Funds, on absolute performance or performance relative to a
               defined benchmark; or

       b.      in the case of Authorized Funds and UCITS, on absolute performance, typically
               calculated by reference to the highest net asset value achieved by the relevant
               Authorized Fund or UCITS as at the end of a performance period.

See the “Fee Schedules” below and Item 6 for more information on the range of these fees and
information regarding fees.

Investors bear subscription and redemption charges that are separate payments due at the time of
subscription to and redemption from a Fund, respectively. Investors in Funds also bear indirectly
as charges against Fund assets expenses relating to securities transactions, account custody and
administrative fees. Investors should refer to each Fund’s EM, Prospectus or PPM for details
prior to investing and fees are applied fairly to all investors of the same class.

Funds may maintain multiple class structures with different fees paid by each class. Additionally,
investors in a Fund that employs a sub-manager or investment adviser may be required to pay
fees which are higher than the fees paid to VP by that Fund.

       Fee Schedules for Funds

       a.      Private Funds

               Management Fee: up to 2% annually
               Performance Fee: up to 20%

       b.      Authorized Funds and UCITS

               Management Fee: up to 2% annually
               Performance Fee: up to 15%

Segregated Accounts’ Fees and Compensation

With respect to Segregated Accounts, fees charged to Clients may be negotiated depending on a
number of factors including, but not limited to: the type of client, size of the accounts, the
complexity of the mandate, the extent of reporting requirements, the potential for additional

account deposits, the nature, longevity and size of the overall client relationship and other
business considerations. These fees are agreed upon by the Client and VP prior account opening.
VP generally receives management fees and incentive fees. Management or advisory fees are
typically calculated as a fixed percentage of the assets under management in the relevant account
at the valuation date(s) specified in the investment management/advisory agreement. These fees
are typically paid monthly or quarterly.

Upon Client agreement, an incentive or performance fee may be charged that permits VP to
receive a share of the capital appreciation of the assets within a Client’s account. Performance
fees are typically calculated as a percentage of an account’s positive investment performance for
the relevant quarter or year and are subject to the highest asset value achieved by the account as
at the end of a performance period. In some instances, performance fees may be calculated in
relation to performance against a designated benchmark such as a specific market index or value.
These fees are typically paid quarterly or annually. Performance fees may be charged by VP to
Segregated Accounts owned by United States clients only who would meet the definition of a
“qualified client” as provided by Rule 205-3 of the Investment Adviser Act. Currently, in order
to meet the definition of a “qualified client” an investor must have either US$1.1 million under
management in the account or a net worth of US$2.2 million. Additional information regarding
performance fees charged by VP to Segregated Accounts and how they are calculated is found in

Item 7 – Types of Clients

Private Funds

Each Private Fund offered to US investors (“US Private Fund”) managed/advised by VP is
typically organized as a limited liability company under the laws of the State of Delaware or
another appropriate jurisdiction or as an offshore entity. US Private Funds are established to
qualify for exemption from the definition of “investment company” under the Investment
Company Act of 1940, as amended, (“1940 Act”) under Section 3(c)(7) and offer their interests
to investors pursuant to Section 4(2) of, or Regulation D or Regulation S, under the Securities
Act of 1933, as amended (“1933 Act”).

Investors in the US Private Funds generally include high net worth individuals, other private
funds and a variety of institutional investors (e.g. trusts, employee benefit plans, endowments,
foundations, corporations and other types of entities) meeting the qualifications of those
exclusions from the 1940 Act and exemptions from the 1933 Act which the relevant US Private
Fund operates and is offered, and who wish to invest in accordance with the US Private Funds
investment objective. Such investors must meet the requirements for “accredited investors”
under the 1933 Act, “qualified purchasers” under the 1940 Act and “qualified eligible persons”
under the regulations of the Commodity Futures Trading Commission.

VP generally prefers a minimum initial investment in US Private Funds ranging from
US$200,000 to US$1,000,000 as specified in the US Private Fund’s PPM. For certain Funds, VP
may, in its sole discretion, waive such minimum investment requirements.

Authorized Funds and UCITS

Investors in the Authorized Funds generally include retail investors, high net worth individuals,
other private funds and a variety of institutional investors. Investors of UCITS are mainly
institutional investors. VP mainly distributes these products through local financial
intermediaries, including banks, insurance agents and independent financial advisors by means
of distribution agreements. VP generally prefers a minimum initial investment in Authorized
Funds ranging from US$5,000 to US$100,000 as specified in the Authorized Fund’s EM or
Prospectus. For certain Funds, VP may, in its sole discretion, waive such minimum investment
requirements.

Segregated Accounts

Segregated Account Clients generally include institutions, corporations, statutory authorities,
university endowment funds and charitable foundations.

The terms and conditions of investment in Segregated Accounts are negotiated with the client on
a case-by-case basis depending on the size of the Segregated Account, the complexity of the
mandate, the extent of reporting requirements and other factors.