Condire Management LP

Item 5: Fees and Compensation

DESCRIPTION OF COMPENSATION AND FEE SCHEDULE
In consideration of our advisory services, we receive management fees and/or performance-based fees or allocations
with respect to the Funds. While our fees are described in detail in the applicable governing, account and/or offering
documents, a brief summary of our fees is set forth below.
We generally are entitled to receive a management fee from our clients, at an annual rate of 1.50% per annum of the
capital account balance of each limited partner as outlined in each Fund’s offering documents.
Management fees generally are payable by investors quarterly, in advance, as of the beginning of each calendar
quarter. Management fees are deducted directly from the capital account of each investor. For the avoidance of
doubt, the calculation of the management fee is made with respect to each limited partner but is paid at the level of
the Master Fund.
In addition, one of our affiliates generally is entitled to receive a performance allocation of 20% of each qualified
limited partner’s allocable share of net profits for the applicable performance period. Performance allocations are
subject to a high-water mark limitation.
Performance allocations generally are calculated and accrued on a monthly basis. Performance allocations are
crystallized and allocated as of the end of each fiscal year (and at such other times as set forth in the applicable
partnership agreement). With respect to certain illiquid or otherwise segregated assets or securities (“Special
Investments”), such allocations are not crystallized until the occurrence of a Special Investment “recognition event,”
as such term is defined in the applicable partnership agreement. Performance allocations are allocated directly from
the capital account of each applicable investor.
Each investor is required to certify that it is, among other things, an “accredited investor” (as such term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), a “qualified client” (as such term is
defined in Section 205-3 under the Advisors Act) and a “qualified purchaser” under the Investment Company Act of
1940, as amended.
Our advisory fees with respect to each investor generally are not negotiable. However, subject to certain conditions
and limitations, the management fee and/or performance allocation with respect to any investor may have been and
may in the future be waived or reduced by us or our affiliate. Certain side letter arrangements, such as those for seed
or large institutional limited partners based on commitment size or other factors, may also contain modifications to
the management fee and/or performance allocation for that investor. These arrangements are evaluated for fairness
and are subject to most-favored-nation (MFN) provisions where applicable, ensuring eligible investors can elect
equivalent terms.
OTHER FEES AND EXPENSES
In addition to management fees and/or performance allocations (as applicable), each Fund generally bears all costs
and expenses relating to the Fund’s activities, including, but not limited to, (i) legal, auditing and accounting expenses
(including the maintenance of books and records), (ii) costs for the preparation of the Fund’s financial statements, tax
returns, and Schedule K-1s, (iii) interest expense, (iv) research expenses, and (v) other expenses associated with the
acquisition, holding and disposition of investments including all brokerage, borrowings and custodial fees and
expenses. In addition, certain expenses may be allocated among the Funds and/or other client accounts or affiliated
entities based on our assessment of the relative benefit to each account, considering factors such as the nature of the
expense, the activities of client accounts and reasonable allocation methodologies (e.g., based on assets under
management, exposure to the activity creating the expense, or similar considerations). We seek to allocate such
expenses in a manner that we believe is fair and equitable over time and consistent with our policies and procedures.
See Item 12 below.
WITHDRAWALS
Subject to the terms and conditions set forth in the applicable offering documents, each limited partner generally may
make a complete or partial withdrawal of its limited partnership interest (except with respect to some Special
Investments) as of the close of business on the last business day of any calendar quarter; provided, however a newly
admitted limited partner to certain funds may not withdraw some or all of its interest prior to the expiration of the
twelfth (12th) calendar month-end following the date of contribution of such capital without being subject to an early

withdrawal fee equal to 7% of the amount withdrawn. Notice of any requested withdrawal must be in writing and
received by us at least forty-five (45) days’ prior to the requested withdrawal date.
Management fees with respect to Condire Partners are refunded proportionately as of the date of withdrawal to any
limited partner permitted or required to withdraw as of any time other than at the end of a calendar quarter. For
avoidance of doubt, our policy is to treat investors equally with respect to liquidity and redemption provisions; to the
extent any investor has received favorable terms, such terms will be extended to all other eligible investors in the same
Fund.
COMPENSATION FOR THE SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS
Neither we nor any of our supervised persons accept compensation for the sale of securities or other investment
products.

TYPES OF CLIENTS
We currently provide investment advisory services to affiliated private pooled investment vehicles (the Funds). The
underlying investors in the Funds are typically institutional investors, including but not limited to foundations and
endowments, pension plans, fund of funds, and high net worth individuals. In the future, we may provide investment
advisory services to additional private pooled investment vehicles or directly to institutional investors.
ACCOUNT REQUIREMENTS
The minimum initial capital contribution or subscription amount required for an investor in the Funds is generally
$1,000,000, although capital contributions or subscriptions of lesser amounts may be accepted at our discretion
(subject to applicable law).
To invest in the Funds, each investor is required to certify that it is, among other things, an “accredited investor” (as
such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), a “qualified client”
(as such term is defined in Section 205-3 under the Advisors Act) and a “qualified purchaser” under the Investment
Company Act of 1940, as amended.
Each investor is required to complete and return various subscription documents to the applicable Fund, which are
designed to provide the applicable Fund, the administrator, us and our affiliates and agents with important information
about the investor. Subscriptions may be accepted or rejected, in whole or in part, in the sole discretion of the general
partner or directors of a Fund.