Goodnow Investment Group LLC

ITEM 5.       FEES AND COMPENSATION

     Management Fees: Goodnow receives a fixed annual management fee. The management fee is paid
     quarterly, in arrears, based on the value of the net assets of each Fund as of the last business day of such
     calendar quarter. The management fee is deducted directly from each Fund. The management fee maybe
     waived or reduced for employees, relatives of employees, or certain strategic investors in the Goodnow
     Funds.

Incentive Allocation: Goodnow receives an annual performance-based profit allocation equal to a
percentage of each Fund’s annual net profits (calculated after the deduction of management fees), if any,
subject to a “loss carry forward” provision. This performance allocation is deducted from each investor’s
interest in the Fund and allocated to Goodnow at the end of the year or as of a withdrawal if such
withdrawal occurs prior to the end of any fiscal year. This performance allocation maybe waived or
reduced for employees, relatives of employees or certain strategic investors. Any incentive fee or
performance-based profit allocation charged complies with the requirements of Section 205 of the
Investment Advisers Act of 1940, as amended, and Rule 205-3 thereunder. For a further discussion see

ITEM 7.       TYPES OF CLIENTS

     Goodnow provides investment advisory services to the Goodnow Clients as discussed above. The investors
     in the Goodnow Funds may include, among others, high net worth individuals, corporations, trusts,
     charitable institutions, foundations, fund-of-funds and other U.S. and international investors. SMA Clients
     may include certain institutions.

     The offering memorandum for each Fund sets forth the required minimum amounts for investment by
     investors in such Fund. For Thresher Partners, LP, Vertical Partners LP, Old Kings Capital, LP, Old Kings
     Capital Offshore, Ltd, and Old Kings Capital Long Only LP, the minimum investment amount is
     $1,000,000. For Thresher Partners, LP the minimum investment amount is $250,000. As general partner
     of the Goodnow Funds, Goodnow maintains the right to reduce these minimums. The management
     agreement for each SMA Client sets forth the required minimum amounts for opening or maintaining an
     account.