Blue Harbour Group LP

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.

           The Funds offer interests/shares only to certain qualified investors and admission
           to the Funds is not open to the general public. Fund interests are sold only to
           qualified investors. Investors in Blue Harbour domestic funds and U.S. investors
           in Blue Harbour offshore funds must be “accredited investors” under Rule 501
           of Regulation D of the Securities Act of 1933, as amended, and “qualified
           purchasers” as such term is defined in Section 2(a)(51) of the Investment
           Company Act of 1940, as amended.

           Blue Harbour is compensated based on management fees related to the value of
           assets under management (“Management Fees”) and performance allocations
           related to gains in Advisory Client accounts (“Performance Allocations”).
           Management Fees are based on the class of shares or limited partnership interests
           offered. Management Fees are calculated and payable quarterly in advance as of
           the beginning of each calendar quarter (based on net asset value without
           deduction of any accrued but unearned Performance Allocation or the
           Management Fee for the current quarter). In cases where capital contributions
           are accepted after the commencement of a calendar quarter or capital withdrawals
           are made prior to the end of a calendar quarter, a pro rata portion of the
           Management Fee will be charged or refunded, as applicable, by Blue Harbour.
           The General Partner also receives a Performance Allocation that takes the form
           of a carried interest on income and gains earned by Investors. In the case of the
           Funds, the Performance Allocation is calculated and charged separately with
           respect to each limited partner and/or class of shares within the given Fund.

           The relevant Client Account Documents set forth a detailed description of fees to
           which Advisory Clients and Investors are subject.

           It is critical that Investors refer to their respective Client Account
           Documents for a complete understanding of how Blue Harbour is
           compensated for its advisory services. The information contained herein is
           a summary only and is qualified in its entirety by the relevant Client Account
           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.

           Blue Harbour deducts fees from Advisory Clients’ assets and such fees are
           calculated by the Advisory Client’s administrator.

           It is critical that Investors refer to their respective Client Account
           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 Client Account 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.

           Each of Blue Harbour’s Advisory Clients bears all or its pro rata portion, as
           relevant, of the legal, accounting audit, tax and administration expenses
           associated with its organization, including any filing fees and expenses and out-
           of-pocket expenses. Organizational expenses may be amortized over a 60-month
           period (which may result in an exception to GAAP).

           Each Advisory Client bears all or its pro rata portion, as relevant, of costs and
           expenses relating to investments or prospective investments (whether or not
           consummated) and operation and administration, including, without limitation,
           investment research and due diligence (including travel and out-of-pocket
           expenses); risk management fees and expenses; operational and compliance
           support fees and expenses; brokerage commissions and other trading, execution
           and transaction costs; interest and commitment fees on debit balances or
           borrowings; custody fees; fees and profit sharing arrangements of unaffiliated
           advisors, sub-advisors, consultants and finders relating to investments or
           prospective investments; any withholding, transfer or other taxes imposed on
           such Advisory Client; any governmental, regulatory, licensing, filing or
           registration fees and other costs associated with regulatory compliance; costs of
           outside appraisers, administrators, attorneys or other experts engaged on behalf
           of such Advisory Client or portfolio investments; specific expenses incurred in
           obtaining, maintaining or performing research and other information utilized for
           portfolio management purposes or that facilitate valuations and accounting,
           including the costs of obtaining any systems with respect to such research and
           other information and the costs of statistics and pricing services; service contracts
           for quotation equipment and related hardware and software; recordkeeping
           expenses; expenses relating to public relations of the Advisory Clients and Blue
           Harbour; the costs of any liability insurance; the costs of any litigation or
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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.

Blue Harbour provides investment advisory services to pooled investment vehicles operating as private
investment funds, to the Managed Account, which is owned by a pension fund, and to the Co-Investment
Vehicles. When deemed appropriate for a large or strategic investor, Blue Harbour may establish additional
managed accounts.

Each Investor in the Funds must meet the eligibility provisions outlined in Item 5.A above. With respect
to the Funds, the minimum initial contribution is $5,000,000, subject to reduction at the discretion of the
general partners or directors of the Funds, in each case in consultation with Blue Harbour. Managed account
and co-investment fee arrangements and terms are individually negotiated. It should be noted that any such
managed account and co-investment relationships are generally subject to significant account minimums.