Delta Partners LP

Item 5.          Fees and Compensation

 Compensation to Delta and Affiliates

 Prism Partners, LP –

 Holders of Series A interests generally pay a management fee of 37.5 basis points each quarter,
 calculated as of the first business day of each quarter using the beginning Net Asset Value before
 deduction of the performance allocation. Holders of Series B interests generally pay a
 management fee of 31.25 basis points each quarter, calculated as of the first business day of each
 quarter using the beginning Net Asset Value before deduction of the performance allocation. The
 management fee is payable in advance. Some holders who invested prior to 2006 pay a lower
 management fee.

 Delta Advisors, as general partner of Prism LP, receives an annual performance allocation equal
 to 20% of each holder’s net realized and unrealized profits for the year, adjusted for net losses
 incurred by such holder in prior years, as more fully set forth in Confidential Offering
 Memorandum.

 A holder of interests in Prism LP may withdraw all or part of its capital account, subject to
 withdrawal restrictions, by the means and in the amounts set forth in the Confidential Offering
 Memorandum. Holders of Series A interests are subject to a 4% withdrawal fee under certain

DB1/ 93610693.3

 circumstances. Holders of Series B interests are not subject to a withdrawal fee. Withdrawal
 fees are payable to Prism LP.

 Prism Offshore Fund, Ltd –

 In 2017, Prism Offshore entered into voluntary liquidation due to the large amount of deferred
 fees payable at the end of 2017. It is expected to be fully liquidated by March 31, 2018.

 Delta Growth Partners, L.P. -

 Holders of Series A interests will pay a management fee of 37.5 basis points each quarter,
 calculated as of the first business day of each quarter using the beginning Net Asset Value before
 deduction of the performance allocation. Holders of series B interests will pay a management
 fee of 31.25 basis points each quarter, calculated as of the first business day of each quarter using
 the beginning Net Asset Value before deduction of the performance allocation. The management
 fee will be payable in advance.

 Delta Advisors, as general partner of Delta Growth Partners, will receive an annual performance
 allocation equal to 20% of each limited partner's net realized and unrealized profits for the year,
 adjusted for net losses incurred by such limited partner in prior years. The determination of the
 performance allocation is more fully set forth in the Confidential Offering Memorandum

 A holder of interests in Delta Growth Partners may withdraw all or part of the holder’s capital
 account, subject to withdrawal restrictions, by the means and in the amounts set forth in the
 Confidential Offering Memorandum. Holders of Series A interests are subject to a 4%
 withdrawal fee under certain circumstances. Holders of Series B interests are not subject to a
 withdrawal fee. The charge is credited pro rata to holders of interests in Delta Growth Master
 Fund. Delta Growth Partners’ portion of the withdrawal charge will be credited pro rata to all
 other partners. The initial limited partner is an affiliate of Delta Growth and does not pay
 management and performance fees.

 It is possible that one Fund managed by Delta may invest in another Fund managed by Delta. In
 order to minimize potential conflicts of interest, the Recipient Fund will not charge any
 management fee or incentive allocation on the Investing Fund's investment. Any withdrawal or
 transfer by the Investing Fund from the Recipient Fund generally will be permitted on the same
 terms as other limited partners and will be subject to the same limitations applicable to
 withdrawals (e.g., notice, suspension of withdrawals, etc.).

          Potential Conflict with Respect to Valuation

 Delta and affiliates have certain responsibilities with respect to valuing securities and other
 assets of the Funds. A conflict exists with respect to these responsibilities because valuation
 affects the fees and allocations or incentive fees received by Delta and affiliates.

DB1/ 93610693.3

 Separately Managed Accounts

 Fees and account minimums for all separate account services are negotiable based upon certain
 criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar
 amount of assets to be managed, related accounts, account composition, negotiations with client,
 etc.). Discounts, not generally available to our advisory clients, may be offered to family
 members, employees, affiliates and friends.

 We may group certain related client accounts for the purposes of determining the account size
 and/or annualized fee.

 Advisory services provided through separately managed accounts may be available from other
 advisers for similar or lower fees.

 Under no circumstances will we receive fees in excess of $1,200 more than six months in
 advance of services rendered to the Funds or to separately managed accounts.

 Additional Fees and Expenses

 In addition to advisory fees paid to our Firm, Funds are responsible for all costs and expenses
 related to its investments and operations, including, without limitation, all transaction costs
 relating to a Fund’s investments (including, without limitation, expenses related to the
 investments of a Fund’s assets, such as brokerage commissions and other transaction costs,
 research, due diligence and negotiation expenses (including related travel expenses), whether or
 not the related investment is consummated; clearing and settlement charges, custodial fees,
 margin and interest expenses and commitment fees on debit balances or borrowings, borrowing
 charges on securities sold short, and any issue or transfer taxes chargeable in connection with
 any securities transactions); consulting, legal and other professional fees relating to potential and
...

Item 7.          Types of Clients

 As stated in Item 4 (“Advisory Business”), we currently provide advisory services solely to the
 Funds.

DB1/ 93610693.3