H Partners Management LLC

Item 5 – Fees and Compensation
H Partners charges investors in the Funds a quarterly management fee in arrears in an amount equal to
an annual rate of between 1% and 2%, depending upon an investor’s chosen withdrawal rights. The
management fee is based on the value of their capital account (including net unrealized appreciation or
depreciation of investments and cash, cash equivalents and accrued interest) as of the last day of each
quarter (adjusted for contributions and withdrawals made during the quarter). H Partners has waived
management fees for certain friends, family and very long term investors.
H Partners or an affiliate earns an annual performance-based compensation from the Funds equal to 20%
of the net profits including unrealized gains and payable at the end of each fiscal year. Performance-
based compensation is subject to a loss carryforward provision such that each underlying Fund investor
will not bear any performance-based compensation on annual net profits until any aggregate net losses
previously allocated to an underlying Fund investor have been recovered. If an investor withdraws or is
required to withdraw (in whole or in part) at any time other than at the end of a fiscal year, the
performance-based compensation will be charged, if earned, with respect to such withdrawal.
Performance-based compensation, in the case of the Funds, is automatically deducted from each relevant
investor’s account when charged at year end. Investors in some classes of interests in our funds that have
made a significant capital commitment will be entitled to a “clawback” of the performance-based
compensation charged to that class during the first three years following an investor’s capital
contribution. In certain circumstances, performance fees received by H Partners during that 3-year initial
period will be repayable (net of applicable taxes) to investors depending on the overall performance of
the fund at the end of that period.
All Fund fees are not negotiable. However, H Partners or an affiliate has reduced or waived the applicable
fixed fee and/or performance-based compensation for investors that are members, principals, employees
or affiliates of H Partners or relatives of such persons and for certain strategic or long-term investors.
Each Fund is responsible for various expenses including legal, accounting (including administrator),
auditing and other professional expenses, investment expenses such as commissions, research expenses,
interest on margin accounts and other indebtedness, and any expenses associated with activist
campaigns. The Fund’s pro rata share of the fees and expenses incurred from investing in other
investment vehicles, custodial fees, bank service fees and any other reasonable expenses related to the
purchase, sale or transmittal of the Fund’s assets, shall be determined by H Partners in its sole discretion.
Expenses associated with activist campaigns (both long and short) may include expenses related to event
hosting and production, public presentations, public relations, public affairs and government relations,
forensic and other analyses and investigations, proxy contests, solicitations and tender offers, and
compensation, indemnification and other expenses of any nominees proposed by the GP or the Adviser
as directors or executives of portfolio companies.
Expenses directly related to a Fund are charged to that Fund. To the extent that fees and expenses of the
Funds (including management fees) are identifiable with a particular class of interest or class or series of
shares, such fees and expenses are charged solely to the relevant interests, class or series, as applicable.
General expenses that are common to multiple Funds are typically borne by the Funds on a pro rata basis
in accordance with their net asset value except when an expense is related to a specific security in a Fund’s
portfolio. Expenses, related to specific securities are allocated pro rata between the Funds based on the
size of the position held by each Fund.

See Item 12, Brokerage Practices for a detailed discussion of H Partners’ brokerage practices.
Neither H Partners nor its officers or employees accept compensation for the sale of securities or other
investment products. Investors and prospective investors are encouraged to refer to each Fund’s Offering
Documents for a full discussion of the various withdrawal rights, fees and expenses.

Item 7 – Types of Clients
As noted in Item 4, Advisory Business, H Partners provides investment advisory services to private funds.
The minimum investment in Funds currently open to investors is $1,000,000, subject to waiver at the
discretion of H Partners.
Interests in the Funds are offered on a private placement basis under the Securities Act, and in reliance
on Section 3(c)(1) of Company Act to persons who generally are “accredited investors” as defined under
the Securities Act and “qualified clients” as defined under the Investment Advisers Act of 1940, as
amended, (“Adviser’s Act”) and who are subject to certain other conditions, which are fully set forth in its
Offering Documents.
As noted in Item 4, H Partners has entered into additional agreements with certain existing investors in
the Funds, whereby such investors may be granted favorable rights not offered to other investors.