Margate Capital Management LP

Item 5.       Fees and Compensation

As noted above in Item 4, the investments held by the Funds were liquidated into cash and cash
equivalents and the final net asset was calculated as of February 28, 2019 and accounts for any expenses
accrued by the Funds thereafter. The Adviser intends to return ninety-five percent (95%) of the Fund
investors’ capital on or around March 25, 2019 and anticipates the Funds’ liquidating audit (issued by
PricewaterhouseCoopers LLP) will be completed on or around April 12, 2019. The Adviser intends to
return all remaining capital to Fund investors on or around April 16, 2019. The Adviser no longer provides
investment advisory services for managed account clients.

The fees applicable to each Fund are set forth in detail in their respective offering document/investment
management agreement, as applicable. Generally, Funds pay the Adviser a fee for investment
management services (the “Management Fee”) and may also be charged a performance-based fee or profit
allocation (“Performance Compensation”). No Management Fees or Performance Compensation will be
payable by the Funds to the Adviser after February 28, 2019.

Management Fees are based on a percentage of the Fund’s assets under management at annual rates which
generally approximate 1.0% to 1.50%. Management Fees are generally calculated and accrued
monthly in arrears and paid to the Adviser quarterly for such period during which the Adviser
performed the services to which the fees related. Again, no Management Fees will be payable by the
Funds to the Adviser after February 28, 2019.

The Adviser may also receive Performance Compensation from its Funds. Performance Compensation
varies with each Fund and is described in detail in each Fund’s respective investment management
agreement and/or offering materials, as applicable. Performance Compensation is generally paid annually
for the period during which the Adviser performed the services to which such Performance Compensation
related. Performance Compensation is generally equal to between 10% and 20% of net realized and
unrealized profits for each year after restoration of any losses carried forward from prior years. Again, no
Performance Compensation will be payable by the Funds to the Adviser after February 28, 2019.

For the avoidance of doubt, the Adviser, in its sole discretion, may waive, reduce or rebate any
Management Fee or Performance Compensation or calculate such fees differently with respect to any
class, sub-class or series of shares or limited partnership or limited liability company interests of any
Fund held by or on behalf of any investor, including, without limitation, any employee, agent or affiliate
of the Adviser. In addition, Management Fees and/or Performance Compensation may also be calculated
differently with respect to, or may not be charged to, certain Managed Accounts including affiliate-owned
Managed Accounts.

The Adviser does not require the prepayment of advisory fees by any Fund. Performance Compensation
is charged in compliance with all applicable requirements of Rule 205-3 under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”).

As noted above, full details regarding the services, fees, investor suitability standards, and other terms
applicable to Funds is included in their respective investment management agreement and/or offering
materials, as applicable. For Managed Accounts that acquire assets on margin, the Adviser may receive
Performance Compensation based on the notional amount or trading exposure level of the account.
Performance Compensation may vary with each Managed Account and will be described in detail in each
Managed Account’s investment management agreement.

Direct Expenses

As noted above, no Management Fee or Performance Compensation will be payable by the Funds to the
Adviser after February 28, 2019. The Funds’ final net asset value was determined as of February 28, 2019
and accounts for any expenses accrued by the Funds thereafter.

Each Fund is responsible for expenses related to its respective operations and activities, including
expenses associated with its investment portfolio and, if applicable, its proportionate share of the direct
expenses of the third-party investment products in which it invests. The direct expenses incurred by each
Fund, which are outlined in detail in their respective investment management agreement and/or offering
materials, as applicable, may vary depending on the nature of the operations and activities of the Fund.

Below is a summary of the direct expenses typically borne by each type of Fund. The summary is not
meant to be a complete list of all direct expenses; nor should it be inferred that each expense appearing
in the summary will be incurred by every Fund. Funds are advised to read the relevant investment
management agreement and/or offering materials, as applicable, for a complete description of applicable
direct expenses.

Generally, expenses related to operations and activities include, but are not limited to, the following:
organizational and offering expenses (with respect to Funds and any Managed Accounts formed as a
“fund-of-one”), fees payable to the Adviser, third–party administrator and other investment expenses
(e.g., expenses that the Adviser reasonably determines to be related to the investment of the Fund’s assets,
such as brokerage commissions, expenses relating to short sales, clearing and settlement charges,
custodial fees, premiums paid for options, swaptions, and other derivative instruments, bank service fees
and interest expenses); operational expenses; expenses incurred with respect to due diligence; investment-
related travel expenses; the cost of computer hardware and software to the extent used for research
relating to the Fund’s investments; legal and compliance expenses (including, without limitation, the fees
and expenses of attorneys and compliance professionals retained by the Adviser on behalf of the Fund as
...

Item 7.        Types of Clients

As noted above, the investments held by the Funds were liquidated into cash and cash equivalents and
the final net asset was calculated as of February 28, 2019. The Adviser intends to return ninety-five
percent (95%) of the Fund investors’ capital on or around March 25, 2019 and anticipates the Funds’
liquidating audit (issued by PricewaterhouseCoopers LLP) will be completed on or around April 12,
2019. The Adviser intends to return all remaining capital to Fund investors on or around April 16, 2019.
The Funds include: Margate Capital Partners Fund LP, a Delaware limited partnership and Margate
Capital Partners Fund Ltd., a Cayman Islands exempted company, both of which invest substantially all
of their assets through a “master-feeder” structure in Margate Capital Partners Master Fund Ltd., a
Cayman Islands exempted company. The Adviser no longer advises any managed account clients. Upon
completing the Fund liquidation process the Adviser intends to withdraw its registration as an investment
adviser with the SEC.

To help the U.S. Government fight the funding of terrorism and money laundering activities, the Adviser
may seek to obtain, verify, and record information that identifies each investor who invests in a Fund. In
this regard, when an investor seeks to open an account or invest in a Fund (including a Managed Account
formed as a fund of one), the Adviser may ask for a completed Form W-8/W-9, as applicable, which
includes the name, address, Tax ID/Employer ID number (or any other registration number issued in the
jurisdiction of location or incorporation) and other reasonably required information that will allow the
Adviser to identify the investor. The Adviser may ask for information and documentation regarding
source of funds to be invested. The Adviser also reserves the right to ask for more information regarding
the individuals who are beneficial owners of the investor and/or exercise control over the investor. The
Adviser may ask for the names of such beneficial owners and may also ask for address, date of birth, and
other information that will allow the Adviser to identify such beneficial owners. The Adviser may also
request such other information as may be necessary to comply with applicable law. Furthermore, the
Adviser may verify any of the information using third-party sources and may share that information as
required by applicable law or relating to the execution of trades on behalf of that investor. For certain
investors, the Adviser may rely on the investor's broker-dealer, administrator, transfer agent, custodian,
or placement agent to obtain, verify and record the required information.

As a general matter, each Fund is managed in accordance with its investment objectives, strategies and
guidelines and investment advisory services are not tailored to the individualized needs of any particular
investor. In addition, an investment in a Fund does not, in and of itself, create an advisory relationship
between the investor and the Adviser. Therefore, investors must consider whether such an investment
meets their investment objectives and risk tolerance prior to investing. Information about a Fund,
including its investment risk, is available in its investment management agreement and/or offering
materials, as applicable. While this brochure may be provided to, and include information relevant to
investors, this brochure is designed solely to provide information about the Adviser and should not be
considered an offer of interests in any Fund.

Typically, each investor in a Fund is exempt from the registration requirements under the Company Act
pursuant to Section 3(c)(7) is required to qualify as a “qualified purchaser” within the meaning of Section
2(a)(51) of the Company Act and is required to certify that it is at least an “accredited investor” within
the meaning of Rule 501 of Regulation D under the Securities Act and non-U.S. investors are required to
certify that they meet the requirements of the Regulation S safe harbor under the Securities Act; however,
where the Adviser does not charge Performance Compensation to a particular Fund, investors will only
be required to qualify as an “accredited investor” within the meaning of Rule 501 of Regulation D under
the Securities Act. As noted above in Item 6, if the Adviser collects Performance Compensation, investors
will be required to meet the requirements of Rule 205-3 under the Advisers Act and certify that they are
at least a “qualified client.” Please see the Fund’s investment management agreement and/or offering
materials, as applicable, for specific investor qualifications.

In some cases, a Fund may be considered a commodity pool for which the Adviser is a commodity pool
operator that: (i) may be exempt from registration and related requirements pursuant to Commodity
Exchange Act (“CEA”) Rule 4.13(a)(3), or other provisions under the CEA and the rules of the
Commodities Futures Trading Commission (“CFTC”); or (ii) may be exempt from certain reporting,
recordkeeping and disclosure requirements pursuant to Rule 4.7 under the Commodity Exchange Act
(“CEA”) and thus requiring the Adviser to register as a commodity pool operator. The Adviser may be
required to meet additional requirements in connection with these exemptions, including additional
regulatory reporting obligations. Additionally, investors in a Fund may be subject to certain other
eligibility requirements which are set forth in its offering materials. The Adviser’s personnel (including,
but not limited to, the Adviser’s investment strategy personnel responsible for the management of a Fund)
who are qualified purchasers, “knowledgeable employees” (as defined in Rule 3c-5 under the Company

Act) or who meet a Fund’s eligibility criteria and certain other eligible personnel of the Adviser may be
offered the opportunity to invest in any commingled Funds formed and offered by the Adviser.
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