Mak Capital One LLC

Item 5: Fees and Compensation

 The Hedge Fund Investment Vehicles

 The Hedge Fund Investment Vehicles are generally charged the following: (1) a management fee
 (the “Management Fee”) and (2) a performance allocation (the “Performance Allocation”)
 which is calculated based upon a percentage of the net capital appreciation of the Hedge Fund
 Investment Vehicles at the end of each fiscal year.

 MAK’s current fee schedule for the Hedge Fund Investment Vehicles is generally as follows:

 Management Fee:               1.50% annually (0.125% monthly)

 Performance Allocation: 20% annually, subject to a high water mark

 The Management Fee and Performance Allocation are deducted from either a Hedge Fund Feeder
 Fund or Hedge Fund Master Fund (as described in each Feeder Fund’s PPM). The Management
 Fee is deducted on a monthly basis in advance, and the Performance Allocation is deducted
 annually at the end of each year. The Management Fee will be prorated for any period that is less
 than a full month. Fees are deducted and allocations are made from each Hedge Fund Investment
 Vehicles’ account.

 MAK’s fees are exclusive of brokerage commissions, transaction fees, custodial fees and other
 related costs and expenses which shall be incurred by Hedge Fund Clients and investors.

 At our discretion, fees and allocations may be subject to individual negotiation.

 The Hedge Fund Investment Vehicles are subject to fees, allocations and expenses as described in
 the applicable PPM. For brokerage practices see Item 12.

 The Opportunity Funds

 The Opportunity Funds are generally charged the following: a Management Fee on any called
 capital and (2) a Performance Allocation which is calculated based upon a percentage of the net
 capital appreciation of the investments, upon their maturity.

 Management Fee:               1.50% annually (0.125% quarterly)

 Performance Allocation: 20%, subject to a high water mark

 The Management Fee and Performance Allocation are deducted from the Opportunity Funds (as
 described in each Opportunity Fund’s PPM). The Management Fee is deducted on a quarterly basis
 in advance and is only applied to called capital. The Performance Allocation is deducted upon the
 realization of investments and subject to a “clawback” provision as further described in Item 6.
 The Management Fee will be prorated for any period that is less than a full month. Fees are
 deducted and allocations are made from each Opportunity Fund account.

 At our discretion, fees and allocations may be subject to individual negotiation.

MAK Capital One, LLC                                                            Form ADV Part 2A

 Michael Kaufman and/or employees of MAK currently serve on, and may in the future serve on,
 boards of directors of certain companies and receive compensation in connection therewith. Any
 compensation including, but not limited to, fees, stock options, and/or stock grants received by
 Michael Kaufman or any other MAK employee in connection with such service may be paid to
 such person in their individual capacity and any compensation may not reduce the Management
 Fee paid to MAK.

 Item 6: Performance-Based Allocations and Side-By-Side Management

 MAK GP, LLC may be entitled to a performance allocation with respect to each Hedge Fund
 Investment Vehicles that is calculated based upon a percentage of the net capital appreciation of
 the relevant Hedge Fund Investment Vehicles. MAK OPF GP LLC may be entitled to a
 performance allocation with respect to the Opportunity Funds. The performance allocations are
 charged in compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the
 “Advisers Act”).

 The Hedge Fund Investment Vehicles
 The Performance Allocation is subject to a “high water mark.” The “high water mark” feature
 prevents MAK from receiving a Performance Allocation as to profits that simply restore previous
 losses and is intended to ensure that each Performance Allocation is based on the long-term
 performance of an investment in the Hedge Fund Investment Vehicle. MAK, in its sole discretion,
 may waive all or any portion of the Performance Allocation with respect to an investor in Hedge
 Fund Investment Vehicle.

 Net asset value includes net realized and unrealized profits and losses. Performance based
 allocation arrangements may create an incentive for MAK to recommend investments which may
 be riskier or more speculative than those which would be recommended under a different
 arrangement. Such an allocation arrangement may also create an incentive to favor higher
 allocation accounts over other accounts in the allocation of investment opportunities. MAK has
 procedures designed and implemented to ensure that all Hedge Fund Clients are treated fairly
 within the limits of the investment constraints and objectives of each Hedge Fund Client, and to
 prevent this potential conflict from influencing the allocation of investment opportunities among
 Hedge Fund Clients. These procedures include, to the extent orders are aggregated, that orders
 are price-averaged.

 The Opportunity Funds

 MAK OPF GP LLC may be entitled to a performance allocation or carried interest of 20% of the
 net profits earned from all portfolio companies in the Opportunity Funds, with a catch-up on the
 preferred return, calculated on each investment. The preferred rate of return is 8% per annum on
 capital invested. MAK OPF GP LLC is subject of a “clawback” of carried interest previously
 received to the extent that MAK has received cumulative distributions in excess of amounts
 otherwise distributable to MAK by the Opportunity Funds as “carried interest.” In no event will
 MAK or its affiliates be required to restore more than the cumulative distributions received by
 MAK or its affiliates as “carried interest”, determined on an after-tax basis.

 In our discretion, fees may be subject to individual negotiation.
...

Item 7: Types of Clients

 MAK’s Clients consist of the Hedge Fund Investment Vehicles and the Opportunity Funds. The
 initial subscription minimums for the Clients are disclosed in the PPMs of the respective Clients.
 Minimum investment for a managed account would be agreed upon between MAK and the
 managed account.