Liontree Investment Management LLC

ITEM 5         Fees and Compensation

        In general, LionTree receives a management fee and a performance allocation in
connection with advisory services. The specific management fees payable by a Private Investment
Fund or its investors are generally negotiated at the time the Private Investment Fund is formed or
such investor is accepted into the Private Investment Fund. Except where the governing
agreements expressly provide to the contrary, management fees will not be reduced (in whole or
in part) in the case of partial distributions or partial sales of investments. Except to the extent
LionTree Advisors LLC or its affiliates (collectively “LionTree Advisors”) acts as broker or
dealer for a particular transaction, LionTree Manager and other LionTree entities or affiliates do
not intend to receive any brokerage commissions in connection with acquisitions, dispositions or
financings. LionTree and other LionTree entities or affiliates are permitted to receive other
transaction, break-up, advisory or other fees in connection with acquisitions, dispositions or

financings, or receive from any third parties any additional compensation in connection with an
investment or potential investment for the account of a Private Investment Fund, as further
discussed below. To the extent LionTree earns any such compensation with respect to an
investment, such additional compensation will generally offset in whole the management fees
otherwise payable to LionTree in accordance with the applicable Governing Documents; provided
that such reductions shall not include other fees allocable to a LionTree GP or designees in respect
of such LionTree GP’s commitment or to any Co-Invest Fund, co-investor or other transaction
participant. LionTree Advisors, in its capacity as a registered broker dealer, has received, and
could in the future receive, advisory fees in connection with certain investments made by the
Private Investment Funds. For the avoidance of doubt, LionTree Advisors has received and could
in the future receive compensation in connection with a broad range of broker or dealer activities,
including with respect to private placements or M&A advisory services, among others. No
compensation earned by LionTree Advisors will offset any management fees payable to LionTree.
Investors in the Fund also bear certain fund expenses which are described in further detail below
under “Expenses Charged to the Fund.”

        The following provides a general description of management fees, performance-based fees
or allocations, Fund expenses and fee waivers for the Fund. With respect to any particular Private
Investment Fund, while the description below is generally applicable, fees and expenses could
vary, and investors should review the applicable Private Investment Fund’s Governing Documents
for further information.

Management Fees

         The Fund pays LionTree Manager a management fee equal to an amount set forth in its
Governing Documents. During the Fund’s commitment period, the Fund generally pays a
management fee of up to 1.00% on an annual basis of aggregate investor capital commitments
(“Commitments”) with respect to each Limited Partner that invested in the Fund on the Fund’s
initial closing with a Commitment of at least $100 million (each such Limited Partner, and each
other Limited Partner as is otherwise designated as such by the General Partner in its sole
discretion, a “Founder Limited Partner”) and up to 1.50% on an annual basis of aggregate
Commitments with respect to all other Limited Partners (each such Limited Partner, a “Non-
Founder Limited Partner”). After the commitment period expires (or upon the occurrence of
certain other events set forth in the Fund’s Governing Documents), the Fund’s management fee is
typically reduced to an amount of up to 1.00% of total capital contributions by Founder Limited
Partners and up to 1.50% of total capital contributions by Non-Founder Limited Partners relating
to the investments (or, in the case of an investment that has been the subject of one or more write-
downs, the investment’s fair value as of the date of the most recent write-down, but no more than
cost), reduced by the cost of realized investments. The management fee is generally calculated
and payable quarterly in advance, and capital contributed after the commencement of a fiscal
quarter will be subject to a prorated management fee reflecting the time remaining in the fiscal
quarter.

         In certain circumstances, LionTree, its affiliates or their partners could in the future transfer
their interests in a Private Investment Fund to third parties. Following any such transfer, LionTree
is entitled to receive carried interest and a management fee on such interest, subject to the terms
of the applicable Private Investment Fund’s Governing Documents.

        As contemplated under the applicable Governing Documents, LionTree Manager is
permitted to annually, in advance, waive or agree to reduce all or any portion of the management
fee for one or more investors in the Private Investment Funds, with the result being that investors
in a Private Investment Fund pay different management fees.

ITEM 7         Types of Clients

       LionTree’s clients are the Private Investment Funds, including the Fund. Investment
advice is provided directly to such Private Investment Funds and not individually to the Limited

Partners of such Private Investment Funds. The Private Investment Funds could include
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended (the
“1940 Act”). The investors participating in the Private Investment Funds generally include high
net-worth individuals, banks or thrift institutions, sovereign wealth funds, pension and profit-
sharing plans, trusts, estates, charitable organizations or other corporations or business entities and
also include, directly or indirectly, past or current service providers, affiliates, principals or other
employees of LionTree.

        Typically, the Fund requires a minimum investment amount of $25 million, but such
amount has been and in the future will be reduced with the prior agreement of LionTree, subject
to applicable legal requirements.

        Any Fund interests will be offered and sold generally to investors that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended and (ii)
“qualified purchasers” as defined in Section 2(a)(51)(A) of the 1940 Act, or other “knowledgeable
employees” of LionTree.