Mantle Ridge LP

Item 5 – Fees and Compensation

              The Advisor and its affiliates offer interests in the Funds only to qualified
purchasers, as such term is defined in section 2(a)(51)(A) of the Investment Company Act
of 1940, and receives a management fee and performance based compensation from
Clients. Such compensation arrangements are set forth in the Offering Documents.

              As set forth in the Offering Documents, fees and compensation paid to the
Advisor or its affiliates by the Funds are generally deducted from the assets of the Funds;
management fees are generally deducted on a quarterly basis and performance-based
compensation is crystalized and deducted at the times set forth in the Offering
Documents, such as annually and when an investor redeems. The Advisor or its affiliates
may waive, reduce, or calculate differently the management fees and performance-based
compensation for certain investors or Clients, including members, employees and
affiliates of the Advisor.

Additional Fees and Expenses

              In addition to the fees and compensation described above, each Client will
bear its share of expenses determined to be allocable to such Client on a basis that the
Advisor deems to be fair and equitable, as more fully described in the applicable Offering
Documents. Where an expense relates to multiple Clients, it will generally be allocated
between such Clients pro rata based on capital commitments, invested capital, available
capital or other metrics as determined by the Advisor in their sole discretion. Any such
methodology (including the choice thereof) involves inherent conflicts and will, in certain
circumstances, not result in perfect attribution and allocation of expenses. Fees and
expenses may, in the discretion of the Advisor, alternately be allocated on a basis that the
Advisor deems to be fair and equitable. Such expenses may include, but are not limited
to, the legal and other organizational expenses incurred in the formation of the Funds,
including all expenses relating to the offer and sale of interests, investment-related
expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees,
interest expenses, initial and variation margin, broken deal expenses and other
transactional charges, fees or costs, investment-related travel and lodging expenses
(which may, on occasion, include travel by way of non-commercial planes at the available
charter rate, for employees of the Advisor and third parties, as reasonably necessary in

the Advisor’s discretion), consulting, advisory, investment banking, valuation and other
professional fees relating to particular investments or contemplated investments, fees
and other compensation paid to third parties that provide hedging services (whether
charged as fixed fees (such as retainers) and/or performance-based fees and allocations,
in the form of cash, options, warrants, stock, stock appreciation rights or otherwise and
irrespective of whether such third parties are engaged by the Funds and/or its affiliates
in a dedicated or exclusive capacity), research-related expenses, including, without
limitation, news and quotation equipment and services, market data services, fees to
third-party providers of research and/or portfolio risk management services), legal
expenses (including with respect to litigation and threatened litigation, if any, or other
governmental or regulatory investigations of the Fund), any expenses associated with
regulatory filings made in connection with the Funds’ operations and portfolio holdings
(e.g., filings with the Securities and Exchange Commission (the “SEC”) or the U.S. Federal
Trade Commission, including Form PF (but excluding the preparation of Form ADV)),
costs relating to communications with investors (including maintenance of the website
for the benefit of investors), accounting, audit and tax advice and preparation expenses
(including preparation costs of financial statements, tax returns, reports to the Investors
and schedule K-1s, if applicable), accounting software, printing and mailing costs, market
information systems and computer software and information expenses, fees of pricing
services, valuation firms and financial modeling services, the costs and expenses of third-
party risk management products and services (including, without limitation, the costs of
risk management software or database packages), insurance costs (including, without
limitation, directors’ and officers’ liability or other similar insurance policies, errors and
omissions insurance and other similar policies for the benefit of the Funds), filing and
registration fees (e.g., blue sky and corporate filing fees and expenses), fees of the
administrator, fees of the independent client committee (if applicable), the Management
Fee, any extraordinary expenses (including indemnification or litigation expenses and
any judgments or settlements paid in connection therewith), all other costs and expenses
arising out of the Funds’ indemnification obligations, any and all taxes (including entity-
level taxes) and governmental fees or other charges payable by or with respect to or levied
against the Fund, its investments, or to federal, state or other governmental agencies,
domestic or foreign, including real estate, stamp or other transfer taxes and expenses
related to complying with (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of

1986, as amended and any associated legislation, regulations or guidance, including any
intergovernmental agreements entered into thereunder, and any other similar legislation,
regulations or guidance enacted in any other jurisdiction which seeks to implement
similar financial account information reporting and/or withholding tax regimes; (ii) the
OECD Standard for Automatic Exchange of Financial Account Information in Tax
Matters – the Common Reporting Standard and any associated guidance; (iii) any
...

Item 7 – Types of Clients

              The Advisor provides investment advisory services to Clients that are
pooled investment vehicles.      Investors in the Funds may include high net worth
individuals, pension funds and profit sharing plans, trusts, charitable organizations,
institutions, endowments, fund of hedge funds, foreign sovereign wealth funds and other
entities. Investors in the Funds must meet certain suitability requirements (i.e., “qualified
purchaser”), as set forth in the applicable Offering Documents.

              The Funds require minimum initial subscriptions from their investors, but
may accept lower subscription amounts in the sole discretion of the Advisor.