Piney Lake Capital Management LP

Item 5: Fees and Compensation

The fees applicable to each Client are set forth in detail in the Offering Documents. A brief
summary of such fees is provided below.

Management Fee

The Fund will pay to the Investment Manager a management fee (the "Management Fee")
semiannually in advance as of the beginning of each semiannual period.

The Fee will range from 1.35% to 2% per annum.

Other Types of Fees or Expenses

Expenses of the Investment Manager and the General Partner

The General Partner of the Funds (the “General Partner”) and the Investment Manager (in
consideration for the Management Fee with respect to the Investment Manager), will pay all
of their respective ordinary administrative and overhead expenses, and, except as provided
herein, the General Partner and its affiliates, will be responsible for the expense of providing
their services to the Funds, including overhead expenses (including general systems and
technology, but excluding systems, data and technology developed or purchased for the
predominant benefit of the Master Funds' investment program), office expenses and
compensation of their employees. Fees for placement agents for the Funds will be borne by
the General Partner and/or the Investment Manager.

Expenses of the Fund

The Funds, except as provided herein, will bear all organizational expenses, operating
expenses and other expenses incurred by the Investment Manager, the General Partner
and/or the Funds and related to the Funds and the execution of the Master Funds' investment
strategy (and a share of the Master Funds' expenses on a pro rata basis except as otherwise
provided herein), including, but not limited to, expenses related to the formation of the Funds
or any direct or indirect subsidiary of the Funds, including without limitation, any financing
subsidiary of the Funds and the offering of interests in the Funds, fees, costs and investment-
related and investment monitoring expenses (e.g., all costs and expenses related to sourcing,
purchasing, structuring, originating, monitoring, disposing of, financing, hedging, developing,
negotiating and structuring investments, including costs of advisers, costs in connection with
transactions not consummated (e.g., busted deals), costs and expenses in connection with
loan servicing and loan administration, expenses incurred in collection of monies owed to the
Funds or any financing subsidiary, brokerage commissions, clearing and settlement charges,
custodial fees, interest on and fees and expenses arising out of all borrowings made by the
Funds or any financing subsidiary, expenses relating to consultants, attorneys, brokers or
other professionals or advisers who provide research, advice, proxy voting services or due
diligence services with regard to investments, research related expenses, appraisal fees and
expenses (including obtaining an independent third-party valuation of assets) and investment
banking expenses), legal expenses and other out-of-pocket expenses incurred in connection
with the Funds’, or any financing subsidiary's legal and regulatory compliance, any insurance
(including premiums for policies taken out to cover officers of the General Partner), indemnity

Piney Lake Capital Management LP                                            Form ADV Part 2A

or litigation expense, accounting, audit, tax preparation and other tax-related expenses,
administration fees and related costs, out-of-pocket costs for investment operational services
(e.g., trade administration, processing and settlement, and performance reporting), any taxes,
fees or other governmental charges levied against the Fund, or any financing subsidiary,
expenses associated with portfolio and risk management including currency hedging,
expenses of liquidating the Fund, or any financing subsidiary, expenses incurred in connection
with any tax audit or investigation of the Funds, or of any financing subsidiary, and expenses
associated with the Funds’, or any financing subsidiary's administrative and reporting costs,
financial statements and tax returns (including the cost of a third-party administrator that
provides accounting and administrative services to the Fund, or any financing subsidiary),
expenses of the Advisory Committee of the Funds (the “Advisory Committee”) (including the
reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors
and consultants engaged by the Advisory Committee), annual and/or special meetings of the
Partners of the Funds (the “Partners”) and periodic reports to the Partners, extraordinary
expenses and other similar expenses related to the Funds, or any financing subsidiary. In
connection with an investment, the Funds may (but are not required to), in the Investment
Manager's discretion, engage in hedging transactions designed to reduce the Funds' exposure
to interest rate and currency fluctuations, credit deterioration and/or declines in the public
market price of such investment or other related risks. Any amounts paid by the Master Funds
for or resulting from such hedging transactions will be considered a Master Fund expense
relating to such investment.

Side Letters

Piney Lake may from time to time enter into agreements with certain investors that may
provide for terms of investment that are more favorable than the terms described in the
relevant offering documents. Such terms may include the waiver, reduction or rebate of
management fees, expenses and/or performance-based allocations, the provision of
additional information or reports or more favorable transfer rights or liquidity terms. No such
agreement will necessarily entitle any other Investor to the same terms of investment.

No supervised person of Piney Lake accepts compensation for the sale of securities or other
investment products, including interests in or shares of the Funds.

Item 7: Types of Clients

Our clients will be the Funds. Any initial and additional investment minimums are disclosed in
the Offering Documents for the relevant Fund.