P Schoenfeld Asset Management LP

Fees and Compensation

With respect to each Private Fund, for each investor therein, PSAM or its affiliate deducts an asset-
based fee (i.e., management fee) on a monthly basis at the end of each calendar month (generally
between 1% to 2% annually) and performance-based compensation on a yearly basis at the end of
each calendar year (generally between 12% to 20% of net capital appreciation). If an investor in
a Private Fund withdraws its interest in an Onshore Feeder or redeems its shares in an Offshore
Feeder prior to the end of a calendar year, such investor's performance-based compensation will
be deducted at the end of the relevant calendar month for the relevant portion of the calendar year.

PSAM reserves the right to waive or impose different (including more favorable) fees or incentive
compensation terms in the future (and has previously done so with respect to certain investors), or
otherwise modify the fee or incentive compensation arrangements of an investor in a Private Fund
with the consent of such investor.

With respect to the Managed Accounts, PSAM does not deduct any fees. Each Managed Account
pays PSAM or its affiliate an asset-based fee (i.e., management fee) on a monthly basis at the end
of each calendar month (generally between 0.65% to 1.3% annually) and a performance-based fee
on a quarterly or yearly basis at the end of such calendar quarter or calendar year (generally
between 10% to 20% of net capital appreciation). The Advisory Account pays PSAM an asset-
based fee.

Each Private Fund bears its own expenses, and its pro rata share of its Master Fund's expenses
including, but not limited to, taxes, organizational, offering and investment expenses (for example,
expenses which are related to research, due diligence, monitoring and consummation of
investments, such as brokerage commissions and interest expense), administrative expenses, legal
and compliance expenses, internal and external accounting expenses, audit and tax preparation
expenses, custodial fees, information technology used to research investments, evaluate and
manage risk and facilitate valuations and other expenses associated with the operation of the
Private Fund. Each Private Fund also bears its pro rata share of reasonable charges for outside
advisers such as attorneys, experts and others incurred by PSAM and its affiliates in connection
with investment activities of the Private Fund.

Each Managed Account bears its investment expenses and some may also bear their pro rata share
of reasonable charges for outside advisers such as attorneys, experts and others incurred by PSAM
and its affiliates in connection with investment activities of the Managed Account. It should be
noted that the degree to which each Managed Account bears expenses is individually negotiated
with such Managed Account.

The Advisory Account client administers its fund itself and bears all expenses related to such fund.
PSAM bears its expenses of providing advisory services to the Advisory Account.

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Types of Clients

PSAM's clients consist of Private Funds offered to investors on a private placement basis and
Managed Accounts and the Advisory Account for institutional and certain other investors.

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