Fondren Management LP

FEES AND COMPENSATION (ITEM 5)

    Management Fee
    For its services to the Partnership, Fondren Management receives a management fee
    at an annual rate of two percent (2.0%) of each limited partner’s capital account
    balance. The management fee is calculated quarterly based on the net asset value of
    the Partnership at the beginning of the calendar quarter and is paid quarterly in
    advance. Any capital contributions or withdrawals mid-quarter will be charged a
    prorated management fee. Certain limited partners are not charged a management
    fee, but the management fee is generally not negotiable.
    Expenses
    The Partnership bears the expenses of its organization and offering (including legal
    and accounting fees, “blue sky” filing fees and expenses and out-of-pocket expenses).

                                                              Part 2A of Form ADV: Firm Brochure
                                                                         Fondren Management, LP
                                                                                      March 2020

    The Partnership also bears all costs and expenses related to its investment program
    and administration as further disclosed in the Partnership’s offering documents.
    Variation of Terms
    The general partner and/or Fondren Management (as applicable) may agree with
    certain limited partners to a variation of the terms set forth in the Partnership’s offering
    documents or establish additional classes of interests that have terms that differ from
    those described in the Partnership’s offering documents, including a different
    management fee, performance allocations and withdrawal rights.
    Performance Allocations
    Performance-based allocations are charged to “qualified clients,” which are investors
    that have (i) at least $1 million in assets under management with an investment advisor
    or (ii) a net worth of $2,100,000 million or more, excluding their primary residence.

    Accredited investors are partially defined as (i) a natural person with income exceeding
    $200,000 in each of the two most recent years or joint income with a spouse exceeding
    $300,000 for those years and a reasonable expectation of the same income level in the
    current year or (ii) a natural person who has individual net worth, or joint net worth with
    the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the
    value of the primary residence of such person.

    Neither the Firm nor any of its principals or employees receives any compensation for
    the sale of securities or other investment products.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT (ITEM 6)

     The general partner is entitled to a performance-based profit allocation at the end of
     each calendar year equal to 20% per annum of the amount by which the
     Partnership’s net profits allocated to the limited partner’s capital account for the
     current calendar year exceed the balance in such limited partner’s loss carry forward
     account based on a “high water mark” formula. Net profit includes unrealized
     appreciation or depreciation of both marketable and non-marketable investments.
     The performance allocation may be waived at the discretion of the general partner.
     The Firm does not manage any clients that do not pay performance-based
     compensation.

TYPES OF CLIENTS (ITEM 7)
    Fondren Management, LP provides investment advisory services to a private pooled
    investment vehicle. The Partnership relies on certain exclusions from the definition of
    “investment company” in the Investment Company Act of 1940, as amended.
    Accordingly, the Partnership is not registered as investment companies with the
    Securities and Exchange Commission.

    The Firm has established a minimum dollar value of $1,000,000 for investment in
    the Partnership; however, the general partner reserves the right to waive or lower this
    minimum.
    This firm brochure is not an offer to invest in the Partnership.

                                                             Part 2A of Form ADV: Firm Brochure
                                                                        Fondren Management, LP
                                                                                     March 2020

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS