Willing Capital Management Limited

Item 5: Fees and Compensation

The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below. Investors should refer to the
relevant offering documents for a complete understanding of how the Firm is compensated
for its advisory services.

Management Fee

Willing Partners Funds

Willing Capital is paid an investment management fee (“Management Fee”) per annum of the
net asset value of the Funds.

The Management Fee is up to 2% per annum of assets under management, depending on the
participating share classes of each of the Funds.

The Funds may issue different classes of participating shares and may permit certain
shareholders to participate in the funds on different terms.

The Management Fees will be payable from the Funds and will be payable monthly in arrears
on the last day of each calendar month.

Clocktower Onshore Access SPC

Clocktower Onshore Access SPC will pay the Firm a management fee up to 0.5% per annum of
the account net asset value, payable in monthly in arrears on the last business day of each
month.

Other Types of Fees or Expenses, and Accounting Treatment

Willing Partners Funds

In addition to the Management Fees mentioned above, and the Performance Fees mentioned
below, the following fees are also appliable to each of the Funds: (i) Redemption Fees; (ii)
Administration Fees; (iii) Audit Fees; (iv) Director Fees; and (v) Operating Expenses, all better
described below.

        Redemption Fees

        Certain classes of shares in the Funds are subject to a redemption charge of 3% of the
        amount of the redemption proceeds redeemed within the period of 12 months (the
        “Soft Lock-up Period”) commencing from the relevant subscription day as of which
        the relevant participating share was issued by the respective Fund. The Directors
        reserve the right to waive or reduce, from time to time, the redemption charge, either
        in whole or in part of a shareholder’s participating shares. The redemption charge
        shall be retained by the Funds for the benefit of the remaining shareholders. No
        redemption charge shall be payable with respect to a redemption of participating
        shares effected pursuant to a compulsory redemption of participating shares by the
        Funds.

        Administration Fees

        The administrator will receive a monthly fee from each master fund, subject to a
        monthly minimum fee. Certain other out-of-pocket expenses of the administrator, as
        well as applicable data, communication and technology-related charges may also be
        charged to each master fund in accordance with the administration agreement. The
        administrator is also entitled to additional remuneration in respect of other services

outside the scope of services agreed in the administration agreement in such amount
as may be agreed among the respective fund, the master fund and the administrator.

Audit Fees

The auditor will be paid an annual service fee at the rates that are agreed from time
to time with each fund and master fund on normal commercial terms.

Director Fees

The directors are entitled to remuneration as approved by the respective Funds on
normal commercial terms. The directors of the funds and the master funds may also
be paid all reasonable travelling, hotel and other related expenses properly incurred
by them in attending meetings of the directors, any committee of the directors, any
general meeting or any other meeting held in connection with the business of each
fund and master fund.

Operating Expenses

The Funds will bear the costs of the following (attributable to the funds from the
master funds or incurred on its own behalf): (i) the costs and expenses of all
transactions carried out by each master fund or on its behalf; (ii) the charges and
expenses of legal advisers, the administrator and auditor; (iii) brokers’ commissions
(if any), borrowing charges on securities sold short and any issue or transfer taxes or
stamp duties chargeable in connection with any securities transactions: (iv) all taxes
and corporate fees payable to governments or agencies; (v) directors’ fees and
expenses (including the fees of the authority for registration of the directors (where
applicable); (vi) interest on borrowings, including borrowings from the prime brokers;
(vii) communication expenses with respect to investor services including periodic
investor meetings and all expenses of meetings of Shareholders and of preparing,
printing and distributing financial and other reports, proxy forms, prospectuses and
similar documents; (viii) the cost of insurance (if any) for the benefit of the directors;
(ix) litigation and indemnification expenses and extraordinary expenses not incurred
in the ordinary course of business; (x) fees and expenses relating to software systems,
tools, programs, or other technology utilized for fund accounting purposes with
respect to each fund and the corresponding master fund (including third party
software licensing, implementation, data management and recovery services and
custom development costs); (xi) the cost of obtaining and maintaining any future
listing of the Shares on any stock exchange; and (xii) all other fund organisational and
operating expenses and/or master fund organisational and operating expenses
attributable to the Funds.

Accounting Treatment

The funds’ and the master funds’ financial statements will be prepared in accordance
with US GAAP (although they may elect to modify its treatment of such costs and
expenses to accommodate its practical needs). For the purpose of calculating the net
asset value for subscription and redemption purposes, the directors of the Funds have
decided to amortize such expenses over a period of sixty (60) months because the
Funds believe that such treatment is more equitable than expensing the entire
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Item 7: Types of Clients

Our clients are the Funds, as described in Item 4 above, and the Funds are open to the eligible
investors, depending on the terms of each PPM:

    •   Permitted U.S. Persons, who must be Accredited Investors, Qualified Purchasers and
        Qualified Eligible Persons;
    •   Non-U.S. Persons who must be a Qualified Eligible Person.

The prospective investors in each of the Funds include but are not limited to financial
institutions, endowments, foundations, charitable organisations, fund of funds, pension plans,
high net worth individual, trusts, and investment companies. The Firm only provides
investment advice to Professional Investors, pursuant to the Code of Conduct for Persons
Licensed or Registered with the Hong Kong Securities and Futures Commission (the “SFC”).