Nokota Management LP

Item 5: Fees and Compensation

      This brochure is only delivered to qualified purchasers and therefore does not
      contain our advisory service fee schedule.

      Our firm receives a management fee based on a percentage of assets under
      management, calculated and payable quarterly in advance. Investors admitted into
      a feeder fund other than on the first day of a calendar quarter are subject to a
      prorated management fee. We do not provide management fee refunds to
      investors who withdraw or redeem from the funds prior to the end of a quarter, nor
      would we provide management fee refunds if the advisory contract is terminated
      before the end of a billing period. The management fee is charged to the master
      fund, and no separate management fee is charged at the feeder fund level.

Nokota Management, LP does not receive a management fee or performance-
based fee from LC or LD.

Our affiliate, Nokota Capital GP, LLC, receives performance-based compensation
from the master fund based on a percentage of each feeder fund investor’s annual
net realized and unrealized profits at the end of each year or upon a withdrawal or
redemption if prior to the end of the year (but only on the amount withdrawn or
redeemed), subject to a high water mark limitation. No separate performance-
based compensation is charged at the feeder fund level.

Our fees are generally non-negotiable, but we have the discretion to waive all or a
portion of the management fee and/or the performance-based compensation.

Each fund bears all of its own organizational and operational expenses, including,
without limitation:

•   legal fees (including settlement costs);

•   costs of any litigation or investigation involving the fund’s activities;

•   filing fees and expenses;

•   accounting costs (including tax preparation and audit expenses);

•   administration costs;

•   insurance costs

•   costs associated with reporting and providing information to investors;

•   costs of preparing required regulatory filings;

•   withholding and/or transfer taxes; and

•   other out-of-pocket expenses.

In addition to the foregoing, each feeder fund also bears its pro rata share of the
master fund’s expenses.

The master fund also bears all of its investment-related expenses where
applicable, including, without limitation:

•   proxy expenses;

•   expenses related to underwriting and private placements;

     •   brokerage commissions;

     •   interest on debit balances or borrowings;

     •   custodial fees;

     •   the fees and expenses of risk and portfolio management systems; and

     •   expenses incurred in connection with locating, evaluating and implementing
         potential investments, including software subscriptions and other research-
         related expenses

     Expenses are allocated among funds in proportion to their participation in a
     particular investment, in proportion to their respective net asset values, or in such
     other manner as our firm determines to be equitable.

     For more information on brokerage transactions and costs, please see Item 12:

Item 7: Types of Clients

      We currently provide investment management services to an onshore feeder fund
      that invests through a single master fund. The onshore feeder fund places all of its
      investible assets in the master fund and all investment activities and investment
      discretion is conducted at the master fund level where we act as investment
      manager to the master fund.

      To invest in any of the feeder funds, we generally require a minimum investment
      of $25,000,000, although we have the discretion to accept less.

      This brochure is not an offer to invest in our funds.

Item 8: Method of Analysis, Investment Strategies and Risk of Loss

      A. Method of Analysis/Investment Strategy:

      We use fundamental analysis to identify both absolute and relative pricing
      inefficiencies globally across the capital structure (credit, equity, derivative, and
      other financial instruments). We intend to achieve our investment objective with
      the combination of the required discipline of distressed/value investing
      complemented by low volatility portfolio construction.

      We invest in companies globally that operate in a wide range of industries. To
      increase the performance potential of the master fund while mitigating general
      market risk and volatility, we employ a hedged approach, taking short positions as
      well as long positions. We also expect to use modest leverage, though our use of
      leverage may increase or decrease substantially from time to time depending on
      market conditions. Frequent trading of securities generally increases brokerage
      and other transaction costs and taxes, which may serve to decrease investment
      performance.

As part of our fundamental approach to investment selection, investment
personnel perform a number of tasks that may include, as appropriate: interviews
with a company’s management team; background checks on key executives of the
management team; discussions with a company’s suppliers, customers and
competitors; analysis of the assets on a company’s balance sheet or an underlying
asset-backed security or structured product; a detailed review of a company’s
products and services; and consultation with industry professionals and advisors.
In addition, investment personnel analyze a company’s historical financial
information in comparison to its internal revenue growth, free cash flow generation,
consistency of earnings growth, and return on invested capital. This investigation
and analysis are used to develop a multi-year financial model forecasting a
company’s earnings and cash flows and prospective growth rates.

Because of the possibility of unlimited loss when taking short positions we give
careful consideration to the risk of loss should a short position prove to be incorrect.

We use leverage to both magnify and mitigate the effects of our investment
selections, though our use of leverage may increase or decrease substantially from
time to time depending on market conditions. We have in the past and expect to
again, in the future, obtain leverage on behalf of the master fund including, without
limitation: borrowing money against long positions (margin debt) in order to
purchase additional long positions; borrowing securities in connection with short
positions; purchasing options; entering into swap arrangements or other contracts
to provide long exposure; entering into securities lending arrangements and
repurchase financing transactions.

We aim to diversify the master fund’s portfolio as a whole and also within broad
industry groups and geographic regions. Diversification by industry and geography
is intended to be accomplished through the broad definition of the master fund’s
universe of potential investments.

We invest in equity, debt and credit instruments on behalf of the master fund. Debt
instruments may be publicly traded or privately issued obligations and may include,
among other things: senior secured floating rate loans, second-lien loans, fixed
rate obligations, bonds and other debt obligations including high-yield bonds,
bridge loans and debt obligations of stressed, distressed and bankrupt issuers and
credit derivatives. In addition, we have in the past and may again in the future
invest in non-corporate asset-backed securities, structured products, preferred
instruments and derivatives thereof, to the extent we believe that such investments
are predicated on our core competencies in valuation, financial modeling, and
industry research. These instruments may be backed by mortgages, credit-card or

auto loans, or other claims, and may be purchased in tranches that range from
very junior to very senior in their recovery rights. We have in the past and may also
again in the future make use of over-the-counter and exchange-traded instruments
relating to equities and equity indices (including, without limitation, derivative
instruments such as options, swaps, and futures), principally as a means of quickly
and temporarily adjusting the risk profile of the master fund and SMA, though such
investments may also be held for extended periods to express a specific market
view. The master fund and SMA will also hold cash and cash equivalents.

From time to time, we invest in non-U.S. currencies, sovereign fixed income
securities or physical commodities, or derivatives related to such instruments.
These instruments will typically be considered as a hedge against inflation,
currency, or other risks, but have in the past and may again in the future be
purchased to execute an investment thesis as well. We also have and likely will in
the future, acquire equity securities that are not publicly traded. These securities
may be issued by private companies or may be privately issued securities of public
companies.

Investing in any securities involves a risk of loss that our clients and the investors
in our feeder funds must be prepared to bear.
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