Lone Peak Partners Management LP

Item 5.   Fees and Compensation:

          (A)   Management Fees and Performance-Based Compensation.
                Lone Peak generally receives management fees from each Lone
                Peak Portfolio on a quarterly basis. The management fees may
                range from 0.20% to 1.5% (per annum) of assets under
                management with respect to each Lone Peak Portfolio, and in some
                cases in addition to the percentage of assets under management,
                Lone Peak may also receive an annual flat fee paid quarterly. In
                addition, the General Partner or Lone Peak generally receives
                performance-based compensation from certain Lone Peak
                Portfolios on an annual basis which may range from 0.0% to 5.0%
                based upon the performance of such Lone Peak Portfolio. The
                performance-based compensation may be subject to a hurdle rate.
                All management fees and performance-based compensation are
                calculated pursuant to the governing documents of the relevant
                Lone Peak Portfolio. In addition, while Lone Peak and/or the
                General Partner generally receive management fees and

      performance-based compensation from the Lone Peak Portfolios,
      future Lone Peak Portfolios may only bear management fees. In
      addition, Lone Peak and the General Partner may, from time to
      time, enter into side letter agreements with certain investors in
      LPPF providing for different management fees and performance-
      based compensation with respect to such investors. The
      management fees and performance-based compensation charged to
      any future Lone Peak Portfolios are individually negotiated. Lone
      Peak’s members, partners, officers and employees generally are
      not charged any management fees or performance-based
      compensation.

(B)   Payment of Compensation. With respect to LPPF, the
      administrator calculates the management fees and performance-
      based compensation due to Lone Peak and the relevant General
      Partner Entity, respectively. Lone Peak and the relevant General
      Partner Entity review such calculation. The performance-based
      compensation is allocated from LPPF to the General Partner
      pursuant to the governing documents of LPPF. With respect to the
      LLC, Lone Peak directly invoices the LLC for the management
      fees and performance-based compensation pursuant to its
      respective governing documents. With respect to the Foundation,
      Lone Peak directly invoices the client for their respective fees
      pursuant to its respective governing documents. Compensation
      payment arrangements for any future Lone Peak Portfolios will be
      conducted according to their respective governing documents.

(C)   Additional Fees and Expenses. All compensation paid to Lone
      Peak and the General Partner for investment advisory services are
      separate and distinct from the fees and expenses charged by
      Portfolio Funds to each Lone Peak Portfolio. For example, each
      investor in a Lone Peak Portfolio will be subject to its pro rata
      share of all administrative and operating fees and expenses
      incurred by each Portfolio Fund in which the relevant Lone Peak
      Portfolio invests. In addition, each Lone Peak Portfolio bears the
      administrative and operating expenses described in its governing
      documents. Each of the Portfolio Fund’s investment managers
      and/or general partners will generally receive both management
      fees and performance-based compensation from the Portfolio
      Funds, although some Portfolio Funds will only bear management
      fees. The Portfolio Funds’ management fees generally range from
      0.5% to 2.0% (per annum) of assets under management. The
      Portfolio Funds’ performance-based compensation generally
      ranges from 0.0% to 20.0% based upon the performance of such
      Portfolio Fund. Performance-based compensation will be assessed
      by each Portfolio Fund individually, irrespective of the overall

      performance of a Lone Peak Portfolio. Investors in a Lone Peak
      Portfolio generally do not incur any brokerage or other transaction
      costs at the Lone Peak Portfolio level but will incur their pro rata
      share of the brokerage and other transaction costs incurred by a
      Portfolio Fund in which the relevant Lone Peak Portfolio invests.
      Investors should review carefully Item 13 which discusses
      brokerage practices of the Portfolio Managers of the Portfolio
      Funds. In addition, while the Lone Peak Portfolios do not charge
      any initial or deferred sales charges, a Portfolio Fund may charge
      an initial or deferred sales charge which would reduce the amount
      that a Lone Peak Portfolio subscribes for, or withdraws from, such
      Portfolio Fund.

(D)   Fees Paid in Advance. The management fees of LPPF, the LLC,
      and Foundation are payable in advance as set forth in their
      governing documents. All other future Lone Peak Portfolios may
      pay management fees, in advance or in arrears, depending on the
      governing documents of such products, each of which will be
      individually negotiated. For the avoidance of doubt, in the event of
      a termination, management fees paid in advance would not be
      refunded for the days remaining under any mutually agreed upon
      notice periods and any mutually agreed upon redemption periods.
      For example, if Lone Peak collected its management fees in
      advance for the first quarter on January 1st and the agreed upon
      90-day advanced notice of redemption/ termination was received
      from an investor of LPPF by Lone Peak on February 1st, then
      Lone Peak would continue to provide its services for the remaining
...

Item 7.   Types of Clients:

          Lone Peak provides investment advice to the Lone Peak Portfolios and
          may provide investment advice to other comingled investment products
          and separately managed accounts in the future. Investors in the Lone Peak
          Portfolios are generally high net worth individuals, family offices,
          endowments, trusts and foundations. The minimum initial subscription to
          become an investor in LPPF is $1,000,000, provided that the General
          Partner may accept initial subscriptions for lesser amounts in its
          discretion. Existing investors may subscribe for additional investments in
          LPPF in integral multiples of $100,000. In general, the minimum account
          size required to open a separately managed account with Lone Peak is $10
          million, subject to the sole discretion of Lone Peak to accept a lesser
          amount.