Liberty Hall Capital Partners LP

FEES AND COMPENSATION

    A. Advisory Fees and Compensation.

         The fees and expenses applicable to each Client are set forth in detail in each Client's respective
offering documents, governing documents, or investment advisory agreement, and are generally dependent
upon the scope of advisory services rendered. Generally, we accept a percentage of assets under
management, fixed management fees and/or performance-based fees. Fees are non-negotiable but may
be waived or reduced in our discretion.

        As all our Clients and Investors (as defined below) are "qualified purchasers", as defined in Section
2(a)(51)(A) of the Investment Company Act, we are not required to provide a detailed fee schedule herein.

    B. Payment of Fees.

         Certain of the fees and other compensation paid to the Investment Adviser or its affiliates by its
Clients are paid on a quarterly basis, and some may be paid upon the successful closing of transactions by
such Clients. Certain other fees, including management and/or monitoring fees, paid to the Investment
Adviser or its affiliates may be borne by portfolio companies and, in such circumstances, are thus borne by
our Clients who invest in such portfolio companies. The Investment Adviser may also be entitled to a
performance fee based on gains from investments, as they are realized. Performance fees, if applicable,
are deducted directly from Clients' assets as investments realize gains and not on a pre-determined
schedule.

         We have entered into separate agreements, commonly referred to as "side letters", or other similar
agreements with certain investors in the Funds ("Investors") in connection with such Investors' admission
to a Fund. These letters have the effect of establishing rights under or supplementing the terms of the
applicable Fund's Partnership Agreement with respect to such investor, including (but not limited to) terms
related to fees and expenses, advisory board membership; investor reporting; access to information and
availability of certain documents; and co-investment opportunities, in a manner different than may be
applicable to other Investors.

    C. Additional Fees and Expenses.

         With respect to investments that we have advised our Clients to make in certain portfolio
companies, we are reimbursed for customary and reasonable out-of-pocket monitoring-related expenses
(including related travel expenses and reasonable attorneys' fees and expenses).

        Since its formation, Liberty Hall has engaged several former CEOs, other senior executives with
deep industry experience and knowledge and retired senior military officers to serve as "Operating
Advisors". These individuals supplement our investment team and support Liberty Hall, and/or the portfolio
companies invested in by our Clients in (i) identification and diligence of new investment strategies and
opportunities, (ii) acquisition, integration, and oversight of specific ongoing operating initiatives at portfolio
companies, and (iii) ongoing portfolio management, serving as directors, Executive Chair and/or CEO.
These Operating Advisors typically work exclusively with Liberty Hall. Certain of the fees and expenses in
connection with the engagement of Operating Advisors may be borne by portfolio companies and, thus,
borne by our Clients who invest in such portfolio companies.

        Subject to each Client's limited partnership agreement or limited liability company agreement, as
applicable, each Client is typically responsible for the following expenses:

        a. in the case of private pooled investment vehicles, all out-of-pocket fees and expenses incurred
           in connection with the offering of limited partner interests in such vehicles (excluding placement
           agent fees) and the organization of such vehicle;

        b. all reasonable costs and expenses with respect to the actual or proposed acquisition, financing,
           holding, monitoring, hedging or disposition of Client investments (including reasonable per
           diem fees and retainer fees paid to Operating Advisors in connection therewith), whether such
           investments are ultimately consummated or not, including, due diligence costs, broken deal
           expenses (including reasonable per diem fees paid to Operating Advisors on deals not
           consummated, but excluding any retainer fees paid to the Operating Advisors), brokerage
           commissions, clearing and settlement charges, expenses relating to short sales, bank service
           fees, fees and expenses of custodians, consultants, experts, travel and entertainment
           expenses incurred for investment-related purposes, outside legal counsel, consultants and
           accountants, administrator's fees and financing costs (including interest expenses);

        c.   extraordinary expenses (including litigation, indemnification and contribution expenses);

        d. expenses for liability insurance, including directors and officers liability insurance and other
           insurance expenses; (iv) taxes and other governmental fees and charges;

        e. management fees; and

        f.   asset management fees paid to third parties; servicing and special servicing fees paid to third
             parties; fees and expenses of any Operating Advisors engaged by a Client or related portfolio
             companies to support Portfolio Companies (including per diem fees, consulting fees, and Board
             fees for services to Portfolio Companies); the cost of operational and accounting software and
             related expenses; other reasonable legal, operating, accounting, tax return preparation and
             consulting, auditing, appraisal, and administrative expenses and fees for outside services; the
             reasonable allocated cost of software (including the fees of third-party software developers)
...

TYPES OF CLIENTS

         As described in Item 4, the Investment Adviser serves as an investment adviser providing
discretionary advisory services, to certain Direct LLCs and Funds and from time to time, may offer co-
investment opportunities to one or more third parties or manage co-investment vehicles that invest in
portfolio companies in which the Funds invest or will invest. Further, we may also serve as an investment
adviser, with discretionary authority, to Managed Accounts.

         Investors in all such entities are limited to individuals and entities that meet certain criteria, including
criteria of "accredited investors", "qualified clients" and "qualified purchasers". The Clients are marketed
exclusively to institutional investors and high-net-worth individuals.

        Prospective investors should refer to the offering documents of each respective Client for
information on minimum investment requirements or other such requirements for opening or maintaining
an account.