Mittleman Value Partners LLC

Item 5.           Fees and Compensation:

                    (A)       Generally: All fees are individually negotiated. Circumstances
                              considered when negotiating fees may include, without limitation,
                              customary market rates, specialized guidelines, and other
                              performance/incentive fee arrangements with the Client.

                              In general, Clients may pay an annualized asset-based fee ranging between
                              approximately 0% to 2% based on the Client account’s assets under
                              management (“Management Fee”), see Item 5(B). Clients meeting the
                              definition of “Qualified Client” may be charged a performance fee (the
                              “Performance Fee”) that ranges between an annualized 5% and 15% of the
                              net profits, as defined below, in such Client’s account. A Qualified Client is
                              defined in SEC Rule 205-3 under The Investment Advisers Act of 1940 (the
                              “Advisers Act”), as follows: “A natural person who, or a company that…
                              has at least $1,000,000 under the management of the investment adviser” or
                              “A natural person who, or a company that, the investment adviser entering
                              into the contract (and any person acting on his behalf) reasonably believes,
                              immediately prior to entering into the contract, either: a net worth (together,
                              in the case of a natural person, with assets held jointly with a spouse) of
                              more than $2,200,000…”1:

                              Asset based fees shall be calculated based on all of the applicable assets
                              under management, net of any margin balances. Asset under management
                              values will be determined using market values on the last day of the quarter

1 For purposes of calculating a natural person's net worth: (1) The person's primary residence must not be included as an asset;
(2) Indebtedness secured by the person's primary residence, up to the estimated fair market value of the primary residence at the
time the investment advisory contract is entered into may not be included as a liability (except that if the amount of such
indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a
result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (3) Indebtedness
that is secured by the person's primary residence in excess of the estimated fair market value of the residence must be included as
a liability.

priced according to the Client’s brokerage/holding statement on the last day
of the each quarter.

A pro rata Management Fee will be charged to Clients on any amounts
accepted during a quarter. The Firm, in its sole discretion, may waive or
reduce the Management Fee for any period of time, or agree to apply a
different Management Fee for any Client (all such arrangements in the form
of a rebate or otherwise).

A full description of the entire fee arrangement will be disclosed to the
Client in such Client’s IMA. Fees may be deducted directly from a Client’s
account, if so authorized by Client, and as specified in the relevant IMA.
The Firm’s receipt of Performance Fees is intended to align the Firm’s
interests with those of its Clients, and to provide the Firm with a greater
incentive to manage assets well. Such fees will be structured and charged
in a manner consistent with the requirements of applicable law. The nature
of the Performance Fee, however, creates potential conflicts of interest
among the Firm, its associated persons, and Clients.

In addition, as the Firm will manage accounts from which it collects
Performance Fees and also manages accounts from which it does not
collect Performance Fees, the Firm has an incentive to favor accounts for
which it receives the Performance Fees because it will receive a greater
profit from the accounts which are charged Performance Fees. Therefore,
the Firm has an incentive to allocate investments that are expected to be
more profitable to accounts from which it collects Performance Fees, on
the one hand, and that are riskier on the other hand, since in both
scenarios, the Firm may receive greater fees if the investment generates a
positive return. Notwithstanding the foregoing, the Firm does not favor
accounts that pay Performance Fees.

The Firm does not represent that the amount of the Performance Fee or the
manner of calculating such fees is consistent with other similar fees charged
by other investment advisers under the same or similar circumstances. The
Performance Fees charged by the Firm may be higher or lower than such
similar fees charged by other investment advisers for the same or similar
services.

As described above, Performance Fees may create an incentive for the Firm
to make investments that are riskier or more speculative than would be the
case in the absence of a Performance Fee. With respect to the Performance
Fees collected, the Firm may receive increased compensation with regard to
unrealized appreciation as well as realized gains in the Client’s account.

      Fees charged by the Firm are separate and distinct from fees and expenses
      charged by mutual funds or money market funds which may also be
      recommended to Clients. A description of these fees and expenses are
      available in each mutual fund’s or money market fund’s prospectus.

(B)   Payment of Fees:
      Management Fees: The Firm generally charges Management Fees on a
      quarterly basis, in arrears. Specifically, Management Fees are calculated
...

Item 7.         Types of Clients: SMAs - Generally, our Clients include high-net-worth
                individuals and various institutional Clients including, but not limited to:
                corporations, partnerships, private funds including private registered foreign
                funds, small businesses, endowments (public and private), ERISA plans &
                retirement accounts, foundations, accounts of other investment advisers, and
                pooled investment vehicles.