Graycliff Partners LP

Item 5 - Fees and Compensation

All fees charged by the Firm are negotiable in the Firm's sole and absolute discretion.
Fees will be charged on a fixed annual dollar amount basis for certain pools of capital,
and on a percentage asset basis for others. Regarding the latter, management fees will
be based on total committed capital amounts during the investment period and will be
based on invested capital thereafter; the annual fee charged will depend on the specific

                                                                     Graycliff Partners LP

investment type but ranges from 0.25% to 3%. Clients will be invoiced directly on a
quarterly basis for all fees incurred.

The Firm may charge its clients’ fees quarterly in advance or in arrears depending on the
specific agreement with each client. Fees payable for any period shorter than a full quarter
will be pro rated based on the number of days in the period. If a Firm client pays the Firm
a fee for any period that is determined by the Firm to be more than the amount the client
should have paid for the period, the Firm will refund the excess payment or offset
subsequent fees by the amount of the excess payment, depending on the specific
agreement with the client.

In addition, the Firm will receive a performance fee as described in Item 6.

In addition to paying management and performance fees, the Firm's clients and their
investors may also be subject to other investment expenses such as registration and
custodial fees, commissions and related costs, interest costs, insurance costs,
indemnification and litigation costs, taxes, duties and other governmental charges, legal
fees, internal and external accounting fees, audit and tax preparation fees, and
transaction and due diligence expenses (whether or not the transaction or investment is
consummated). Investors will be allocated their pro rata share of such additional fees and
expenses for the time period they are invested. See Item 12 for detail on the Firm’s

Item 7 - Types of Clients

The Firm's clients are and will be partnerships and other pooled investment vehicles and
banks and other financial institutions. Investors in the partnerships and pooled investment
vehicles consist primarily of:

      Banks and other financial institutions
      Corporations
      High net worth individuals
      Trusts and estates

The pooled investment vehicles which the Firm manages requires that each outside
investor be an "accredited investor" as defined in Regulation D under the U.S. Securities
Act of 1933, as amended and a "qualified purchaser" as defined in the U.S. Investment
Company Act of 1940, as amended.