Cambrian Capital Limited Partnership

Item 5.          Fees and Compensation

          Cambrian receives compensation in the form of management fees (“Management Fees”),
          and its affiliate, CamCap Resources Partners, LLC (each, a “General Partner”), receives
          compensation in the form of performance-based allocations (“Performance Allocations”).
          Certain of the Funds (so-called “Feeder Funds”) invest all or substantially all of their
          assets in another Fund (a so-called “Master Fund”). Each of the Feeder Funds pays
          Management Fees to Cambrian, but none of the Feeder Funds pay a Performance
          Allocation to a General Partner directly. Rather, all Performance Allocations are paid at
          the level of the Master Fund to the General Partner (and such Performance Allocations
          are applicable, at the Master Fund level, to all of the assets invested therein by each of the
          applicable Feeder Funds). The Master Fund is not subject to any additional Management
          Fees.

                   Management Fees: Management Fees are charged to each Feeder Fund, pursuant
                   to an investment management agreement between each Feeder Fund and
                   Cambrian. Cambrian receives from each Feeder Fund a Management Fee payable
                   quarterly in advance in an amount equal to .375% (1.5% annualized) of (i) in the
                   case of the Domestic Fund, the balance in each limited partner’s capital account in
                   the Feeder Fund, or (ii) the net asset value of each series of shares in the Feeder
                   Fund that is an Offshore Fund, in each case as calculated at the beginning of each
                   calendar quarter (before reduction for any applicable Performance Allocation
                   accrued or made during the year). A pro rata Management Fee also will be
                   assessed on any subscription (including any additional subscription from an
                   existing investor) that is accepted by a Feeder Fund as of any date other than the
                   first day of a quarter. No refunds of any Management Fees will be made in the
                   event that an investment is withdrawn from a Feeder Fund prior to the end of a
                   calendar quarter, or in the event that an investment management agreement
                   between a Feeder Fund and Cambrian is terminated prior to the end of a calendar
                   quarter.

                   Performance Based Allocations: Performance Allocations are charged to the
                   Master Fund, pursuant to the partnership agreement governing the Master Fund
                   (and the General Partner is a party to the Master Fund partnership agreement). At
                   the end of each fiscal year of the Master Fund, the applicable General Partner will
                   have reallocated to its capital account in the Master Fund a Performance
                   Allocation equal to twenty percent (20%) of the amount by which the aggregate
                   amount of net profits (both realized and unrealized) allocated to each “Class H”
                   sub-capital account (each, a “Sub-Account”) maintained by the Master Fund (i.e.,
                   with respect to (i) each Class H limited partner in the Domestic Fund, and (ii)
                   each series of Class H shares of the Offshore Fund) exceeds the Benchmark
                   Amount (as defined below) for such Sub-Account for such year, subject to the
                   “high watermark” provision discussed below. Any net profits may be based on
                   realized and unrealized gains (provided, however, that unrealized appreciation
                   and depreciation relating to certain illiquid investments that are designated by the
                   applicable General Partner as “Designated Investments” will not be taken into
                   account for purposes of determining any Performance Allocation until such
                   Designated Investment is sold or otherwise becomes liquid) and shall be adjusted
                   for dividends, withdrawals, redemptions and subscriptions with respect to the
                   applicable Feeder Fund during such fiscal year.

                   In the event of a withdrawal or redemption by an investor in a Feeder Fund on any
                   date other than December 31st, the Performance Allocation in respect of the
                   amount to be withdrawn or redeemed will be calculated on such amount as of the
                   date of such withdrawal or redemption. Since the General Partner will receive the
                   Performance Allocation at the Master Fund level, no additional performance
                   allocation will be made at the Feeder level with respect to any investments held
                   by any Feeder Fund indirectly through its investment in a Master Fund.

                   For purposes of clarity, no Performance Allocation will be earned with respect to
                   a Sub-Account if the net performance of such Sub-Account for any particular
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                   period is negative, even if such Sub-Account outperforms the relevant Benchmark
                   (as defined below) for such period. Cambrian (or the General Partner) may
                   reduce, waive or otherwise modify the Performance Allocation with respect to
                   investors in any Feeder Fund, including investors that are affiliates of Cambrian;
                   provided, however, that no such reduction, waiver or modification will adversely
                   impact any other investors, or cause them to bear a higher portion of the
                   Performance Allocation than they would bear absent such reduction, waiver or
...

Item 7.           Types of Clients

           We currently provide investment advice to the Funds listed below. The investors in the
           Funds include trusts, family offices, business entities, pension and profit sharing plans,
           endowments, charitable organizations, foundations, funds of funds, financial institutions,
           and high net worth individuals.

           We currently provide investment advice to the following “Master Fund”:

                      CamCap Resources Offshore Master Fund, L.P., a Cayman Islands exempted
                       limited partnership

           We currently provide investment advice to the following “Feeder Funds”:

                      CamCap Resources, L.P., a Delaware limited partnership
                      CamCap Resources Offshore Fund, Ltd., a Cayman Islands exempted
                       company

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           The Feeder Fund that is organized in the Cayman Islands (the “Offshore Feeder Fund”),
           together with the Master Fund, are sometimes referred to herein as the “Offshore Fund”.
           The Feeder Fund that is organized in Delaware are sometimes referred to herein as the
           “Domestic Fund”.

           CamCap Resources Offshore Master Fund, L.P., together with its corresponding Feeder
           Funds (CamCap Resources, L.P. and CamCap Resources Offshore Fund, Ltd.), are
           sometimes referred to herein as the “Resources Funds”.

           Except as otherwise provided in the next sentence, investors in the Domestic Fund and
           U.S. investors in the Offshore Fund must each be (i) an “accredited investor” as defined
           in Regulation D under the U.S. Securities Act of 1933, as amended, and (ii) a “qualified
           purchaser” as that term is defined in Section 2(a)(51) of the U.S. Investment Company
           Act of 1940, as amended (the “1940 Act”) or a "knowledgeable employee" as that term is
           defined in Rule 3(c)-5 of the 1940 Act.

           The required minimum initial investment in each Feeder Fund, which can be waived for
           any prospective investor by the General Partner of the Domestic Fund or, as applicable,
           the Board of Directors of the Offshore Fund, is $5,000,000.