Anchorage Capital Group LLC

ITEM 5 – FEES AND COMPENSATION
Item 5.A   Describe how you are compensated for your advisory services. Provide your
           fee schedule. Disclose whether the fees are negotiable.

           Anchorage typically charges fees that are based upon a set percentage of assets
           under management and performance. Set forth below are summaries of the fees
           payable by Investors in the Funds. It should be noted that detailed disclosure
           about the fees and other expenses applicable to an investment in the Evergreen
           Funds and Drawdown Funds is provided in the relevant Fund’s confidential
           private placement memorandum, including any supplements, which are provided
           to prospective investors.

           Asset-based fees are generally charged monthly/quarterly in advance based on
           the value of the relevant assets as of the first day of the month/quarter. The range
           of annual asset-based fees is typically from 1.0% to 2.0% of each Investor’s assets
           with the applicable Evergreen Funds and Drawdown Funds.

           In addition, consistent with the Investment Advisers Act of 1940, as amended
           (“Advisers Act”) and Rule 205-3 thereunder to the extent applicable, Anchorage
           or its affiliates receive incentive allocations or performance fees from certain
           Advisory Clients generally based upon net profits allocable to each Investor. The
           performance allocation or performance fee payable to Anchorage generally range
           from 15% to 20% of the net profits allocable to a particular Investor. For certain
           Funds, the performance allocation is subject to a hurdle or preferred return rate.

           The fees and performance allocations detailed above are negotiable in that
           Anchorage reserves the right to reduce, waive or calculate differently such fees
           and performance allocations for certain Investors. Partners, employees and
           certain affiliates of Anchorage currently invested in the Funds are not charged
           such fees or performance allocations.

           Please also refer to Item 14 regarding Other Compensation.

           It is critical that Investors refer to their respective Fund’s governing
           documents for a complete understanding of how Anchorage is compensated
           for its advisory services. The information contained herein is a summary
           only and is qualified in its entirety by the relevant Fund governing
           documents.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
           often you bill clients or deduct your fees.

           Anchorage or its affiliates deducts fees from Investors’ assets invested in the
           Funds. Investors do not have the ability to choose to be billed directly for fees
           incurred.

           It is critical that Investors refer to their respective Fund’s governing
           documents for a complete understanding of how fees are deducted from their

           assets. The information contained herein is a summary only and is qualified
           in its entirety by the relevant Fund governing documents.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection
           with your advisory services, such as custodian fees or mutual fund expenses.
           Disclose that clients will incur brokerage and other transaction costs, and
           direct clients to the section(s) of your brochure that discuss brokerage.

           In addition to management/performance fees payable to Anchorage, Advisory
           Clients (and, therefore, Investors therein) are also subject to other costs and
           expenses related to their respective activities as further summarized below:

           The Evergreen Funds generally pay the following expenses:
              • organizational expenses;
              • pro rata share of the relevant master fund’s expenses;
              • all costs and expenses directly related to investments or prospective
                 investments (whether or not consummated) such as external research and
                 transaction costs (including travel and travel-related meals, legal and
                 other advisory fees and expenses); all deal and access fees, whether paid
                 to third-party managers or brokers, for transactions in which the Funds
                 participate;
              • legal fees and costs (including settlement costs) arising in connection
                 with any litigation or regulatory investigation instituted against the Funds
                 or Anchorage, each in its capacity as such (whether incurred by the Funds
                 or by Anchorage or the Board on the Funds’ behalf);
              • the costs of any outside appraisers, accountants, attorneys, compliance
                 consultants, due diligence experts or other experts or advisers (for
                 example, directors of an entity in which a Fund holds a direct or indirect
                 interest, operating partners, consultants or similar roles, as well as, public
                 relations professionals retained to assist in maintaining the
                 confidentiality of Fund business) engaged by the Funds or Anchorage;
              • legal and accounting fees, including expenses associated with the Funds’
                 financial statements and reports, tax returns and schedule K-1s;
              • all (or such pro rata portion, as determined by Anchorage) fees and
                 expenses related to any investment vehicle or subsidiaries utilized to
                 facilitate the Funds transactions (including legal, administrative,
                 custodial, audit, registered office and other fees, rent, overhead and
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ITEM 7 – TYPES OF CLIENTS
Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

Anchorage (or an affiliate) provides discretionary investment advisory services including, but not limited
to, managing and directing the investment and reinvestment of assets for private investment funds.

Investors in the Funds, include, without limitation, pension funds, sovereign wealth funds, insurance
companies, financial institutions, foundations, endowments, fund of funds, family offices, and high net
worth individuals.

Minimum initial investments for Funds range from $1,000,000 to $10,000,000, subject to the discretion of
the general partner of the Fund.

It is critical that Investors refer to their respective Fund’s governing documents for a complete
understanding of each Fund’s requirements. The information contained herein is a summary only
and is qualified in its entirety by the relevant Fund governing documents.