Mitchell Portfolio Management LP

ITEM 5 - FEES AND COMPENSATION

 Fees charged by MPM to the Partnership are set forth in the organizational documents for the

Mitchell Portfolio Management, LP Brochure                                        May 28, 2024

 Partnership and are described below. MPM does not generally enter into side letters with Limited
 Partners regarding the payment of fees to MPM.

 MPM is entitled to receive a quarterly "General Partner's Management Fee" equal to 0.225% of the
 net assets of the Partnership, calculated as of the first day of each quarter. MPM's Management
 Fee is an expense of the Partnership and is payable regardless of the level of the profitability of the
 Partnership.

 MPM is also entitled to a "General Partner's Incentive Fee" that is equal to 25% of the Partnership's
 Ordinary Income that exceeds the "Compensation Threshold" of a cumulative, net 8% return on
 capital to the Limited Partners, subject to certain other restrictions and conditions. Because of
 MPM's past investment strategies to pursue long-term capital appreciation opportunities, MPM has
 never received any General Partner's Incentive Fee.

 MPM is also entitled to a "General Partner's Special Allocation" equal to 25% of the sum of the
 Partnership's Ordinary Income (to the extent MPM has not received the General Partner's
 Incentive Fee for such amount), the "Realized Long-Term Items" and the "Unrealized Items" that
 exceed the "Compensation Threshold" of a cumulative, net 8% return on capital to the Limited
 Partners, subject to other restrictions and conditions.

 After taking into account payment of all of the Partnership's expenses, including the General
 Partner's Management Fee, the Limited Partners are entitled to an allocation of all of the
 Partnership's Ordinary Income, Realized Long-Term Items and Unrealized Items up to an amount
 that provides the Limited Partners with a cumulative net 8% return on capital (the "Compensation
 Threshold"). After the cumulative Compensation Threshold has been satisfied, the Limited Partners
 and MPM are allocated 75% and 25%, respectively, of the Ordinary Income, Realized Long-Term
 Items and Unrealized Items.

 The General Partner's Management Fee, the General Partner's Incentive Fee, and the General
 Partner's Special Allocation are paid by the Partnership.

 The Partnership may bear additional fees and expenses, which are outlined in the Partnership's
 Limited Partnership Agreement.

 Termination

 A Limited Partner may withdraw from the Partnership as outlined in the Partnership documents.
 The Partnership will continue in perpetuity.

ITEM 7 - TYPES OF CLIENTS

 MPM provides investment advisory services to a private investment fund. Generally, Limited
 Partners must make a minimum investment of $250,000 into the Partnership. We may waive that
 minimum at our discretion.