Kings Peak Asset Management LP

Item 5 - Fees and Compensation

Fund Management Fees

KPAM receives a quarterly management fee (the “Management Fee”) in advance as of the
first business day of each calendar quarter from the Master Fund and the Fund of One. The
Management Fee is based on the value of each Investor’s capital account and for the Fund of
One, the gross value of the Investor’s capital allocation. The Management Fee is calculated
at an annual rate of up to 2.00%. This fee is negotiable. To the extent that the Management
Fee will be paid at the Master Fund level, no fee will be paid by the Offshore and Onshore
Funds. Similarly, if the Management Fee is paid by the Offshore and Onshore Fund, no fee
will be assessed at the Master Fund level.

Fund Expenses

KPAM will render its services to the Funds at its own expense and will be responsible for its
overhead expenses including: office rent; utilities; furniture and fixtures; stationery;
secretarial/internal administrative services; salaries and bonuses; entertainment expenses;
employee insurance and payroll taxes.

Kings Peak Asset Management LP                                            Form ADV Part 2A

All other expenses will be paid by the Funds and will include the Management Fee; Fund
legal, compliance (including expenses relating to compliance or regulatory filings attributable
to the Funds’ respective portfolios, including Form PF and Form CPO-PQR), administrator
(including expenses related to compliance with FATCA), audit and accounting expenses
(including third-party accounting services and accounting software); shareholder proxy
voting services; organizational expenses; investment expenses such as commissions; research
fees and expenses (including research-related travel, Bloomberg and similar subscriptions
and data services); trading-related technology software and hardware costs deemed by
KPAM to benefit the Funds such as portfolio, order and risk management systems; interest
on margin accounts and other indebtedness; borrowing charges on securities sold short;
custodial fees; bank service fees; Fund-related insurance costs (including D&O and E&O
insurance for KPAM and outside Directors of the Offshore Fund); the Funds’ pro rata share
of the fees and expenses of any advisory committee; Directors' fees and expenses; the
Funds’ pro rata share of fees and expenses for corporate and company secretarial services;
the Onshore and Offshore Funds’ pro rata share of the expenses of the Master Fund (which
may include expenses of the Funds); and any other expenses related to the purchase, sale or
transmittal of the Funds’ assets. Organizational expenses will be paid by the Funds and, for
net asset value purposes, may be amortized over a period of up to 60 months from the date
the Funds commenced operations.

For a more detailed discussion of brokerage and transaction costs, investors are directed to

Item 7 - Types of Clients

The minimum initial investment in the Onshore and Offshore Funds is (i) $10,000,000 with
respect to Founders’ Sub-Class Shares and (ii) $5,000,000 with respect to Standard Sub-
Class Shares, each of which is subject to reduction at the sole discretion of the Directors of
the Offshore Fund and the General Partner of the Onshore Fund. The minimum investment
in the Fund of One is $10,000,000 with respect to the non-managing investor. Investors in
the Funds are generally institutional investors and high net worth individuals who are
“Qualified Purchasers” (as defined under the Investment Company Act of 1940). A
Qualified Purchaser is generally defined as any natural person who owns at least $5 million in
investments and any other person (i.e., an institutional investor) that, for its own account or
the accounts of other Qualified Purchasers, in the aggregate owns and invests on a
discretionary basis at least $25 million.
The Non-Discretionary Client is a corporation organized in the British Virgin Islands.