Prospect Asset Management Inc

Fees and Compensation – Item 5

       Fees related to accounts directly managed by PAMI are paid directly to PAMI.
       Depending on the specific agreement with each client, these fees range from
       0.55% to 0.75% per annum.
       Generally, the fees are calculated based on the net asset value at the end of
       the month and payable in arrears; If the advisory agreement is terminated for
       any reason prior to the end of the month, a pro rata portion of the

                            Prospect Asset Management, Inc.

       management fee paid as of the beginning of such month is typically
       reimbursed by the Adviser to the client.
       Fees in relation to accounts that PAMCI has been appointed to manage are
       generally paid directly to PAMCI, who subsequently pays a portion of such
       fee to the Adviser. The offshore Manager is paid between 1.5 to 2% of the
       net assets under management, of which the investors in the Fund are
       charged, and the Adviser typically receives 75 basis points. Fees are
       generally paid on a monthly or quarterly basis in arrears.
       When applicable, specific fee information can also be found in each Offering
       Memorandum, provided to clients.
       Fees are negotiable. The period of termination varies in accordance with the
       advisory agreement. Certain advisory clients of PAMI and PAMCI, and
       investors to Funds managed by either, may have negotiated certain
       contractual arrangements which afford them additional and, in some cases,
       more advantageous terms than those afforded other clients.

Types of Clients – Item 7
   Description
      PAMI provides investment advice to unregistered investment companies (i.e.
      private funds) and managed accounts. Client relationships vary in scope and
      length of service.

Methods of Analysis, Investment Strategies and Risk of Loss