Mountaineer Partners Management LLC

Item 5 – Fees and Compensation

Funds
With respect to the Funds advised by the Adviser, the Adviser is paid a management fee
calculated at an annual rate of 1.5%. Management fees are paid on a quarterly basis, in
advance, and are calculated based on the net asset value of the Funds. In general, the

management fee is deducted quarterly directly from a Fund’s assets.

Mountaineer Partners GP, LLC, an affiliate of the Adviser, may be paid annual performance-
based compensation, which is compensation that is based on a share of net profits of the
Funds. This performance-based compensation is equal to 20% of the net profits of each Fund,
subject to a "loss carryforward", as described in the Funds' offering memoranda.

In certain circumstances, the asset-based management fee and/or the performance-based
compensation may be waived or reduced for an Underlying Investor. For example, the asset-
based management fee and/or the performance-based compensation assessed on
investments in the Funds by the Adviser and certain of its principals and employees and related
vehicles and certain large or strategic investors is reduced or waived entirely.

RIC

With respect to the RIC, the Adviser is paid a monthly management fee, calculated at an annual
rate of 1.0%. The management fee is calculated on the average daily net assets of the RIC.
Performance-based compensation is not earned on the RIC.

Managed Accounts

With respect to the Managed Accounts, the Adviser is paid a management fee calculated at an
annual rate ranging from 0.50% to 1.0%. Management fees are paid on a quarterly basis, in
arrears, and are calculated based on either committed capital or the net asset value of the
Managed Account. The Adviser bills the Clients separately each quarter for the management
fee.

With respect to the Managed Accounts, the Adviser also will be paid performance-based
compensation of 10% of the net profits, if any, exceeding a hurdle, of the Managed Accounts
at the end of the performance period as defined in the investment management agreements
governing the Managed Accounts.

Generally

The Clients will be required to pay the management fee in advance or in arrears. If the
management fee is paid in advance, in the event of a withdrawal or redemption from a Fund,
other than at the end of a quarter, any management fees will be pro-rated and the excess
returned to the withdrawing or redeeming Fund investor. If the management fee is paid in
arrears, in the event of a termination of or withdrawal from either of the Managed Accounts,
other than at the end of a quarter, any management fees will be pro-rated and payable to the
Adviser by the withdrawing Managed Account investor.

In addition to paying investment management fees and, if applicable, performance-based
compensation or other compensation, Client accounts are also subject to other expenses, in
accordance with the Client governing documents, including (if applicable): the Client’s legal
(including legal activist cost), compliance, audit and accounting expenses (including third-party
accounting services); administrator fees and expenses; directors’ fees and expenses (if any);

organizational expenses; investment expenses such as commissions, research fees and
expenses (including research-related travel), interest on margin accounts and other
indebtedness, borrowing charges on securities sold short, custodial fees, bank service fees,
Client-related insurance costs (including D&O and E&O insurance for the Adviser and outside
directorship liability) and any other expenses related to the purchase, sale or transmittal of
Client assets. Certain Client account assets are invested in a master-feeder structure. Feeder
funds bear a pro rata share of the expenses associated with the related master fund. In
addition, Client accounts will incur brokerage and other transaction costs. Please refer to Item

Item 7 – Types of Clients

The Adviser currently furnishes investment services to the Funds, which are private investment
funds intended for sophisticated investors and institutional investors. The Adviser also
provides discretionary investment advisory services as a sub-adviser to a portion of assets
owned by an investment company registered under the Investment Company Act of 1940, as
amended. In addition, the Adviser provides discretionary investment advisory services to one
or more separately managed accounts for institutional investors. The Adviser, however, is not
precluded from advising types of clients that are not listed above.

Please see Item 4 of this Firm Brochure for further information regarding the Adviser's current
Clients. The initial and additional subscription minimums for the Funds' Underlying Investors
are disclosed in the offering memorandum for each Fund.