Round Table Capital Management LP

Item 5: Fees and Compensation

A. Fee Schedule

The Adviser generally charges a quarterly advisory fee (the “management fee”) in
advance as described in relevant Governing Documents. Fees and other compensation
paid by a Fund to the Adviser may vary from Fund to Fund and may be different from
the fees and compensation payable in respect of any successor fund. Investors should
carefully review the Governing Documents of the relevant Fund in conjunction with this
Brochure for complete information about fees and compensation. Similar advisory
services may be available from other investment advisers for similar or lower fees.

Management fees are initially derived from either capital commitments assigned to the
Limited Partners investors in a Fund or on the basis of net invested capital. A Fund’s
investment period, specified within Governing Documents, is the limited period in which
a Fund is permitted to enter into new investments.

In addition to the payment of ongoing management fees, a Fund (and indirectly the
Limited Partner investors) is also required to pay the General Partner of the Fund, and
affiliate of the Adviser, performance fees based upon a percentage of a Fund’s return on
invested capital. For additional details about such performance-based compensation,
please refer to Item 6 – Performance-Based Fees and Side-by-Side Management.

Management fees, performance-based compensation, and/or any other compensation
payable to the Adviser or its affiliates by a Fund are generally negotiated with the Fund
or its underlying Limited Partner investors and may depend on, among other factors, the
amount of capital committed to the fund.

In addition to the management fees, the Adviser or its affiliates may also receive
compensation directly from a portfolio company in the form of monitoring or debt
arrangement fees. Any such arrangements are generally negotiated with the Fund or its
underlying Limited Partner investors.

Other Fees and Expenses

The Adviser and General Partner will be responsible for all normal overhead expenses in

connection with their day-to-day operations, including compensation for their employees
and expenses for office space.

Specifically, each Fund will pay all costs, fees, expenses and liabilities relating to its
operations including, but not limited to:
         The organizational and startup expenses of each Fund and General Partner,
            and the offering of the interests (subject to a dollar limit specified in the
            applicable limited partnership agreement);
         In the General Partner’s sole discretion, in lieu of payment of an equal amount
            of management fee, private placement or finder’s fees and related expenses
            relating to the organization of the Fund which are approved by the General
            Partner or the Adviser;
         All costs, fees and expenses associated with the acquisition, holding and
            disposition of its proposed or actual investments, including broker or
            investment banking fees, borrowing fees, diligence fees, and broken-deal
            expenses (subject to a dollar limit specified in the applicable limited
            partnership agreement), but not including break-up fees;
         Legal, auditing, consulting, custodial, bookkeeping and accounting fees and
            expenses (including costs of reports to the Partners, financial statements, tax
            returns and K-1s);
         Expenses of meetings of the Partners;
         All insurance, indemnification and other expenses;
         All extraordinary expenses (such as litigation);
         All expenses of liquidating the Fund; and
         Any taxes, fees or other governmental charges levied against the Fund and all
            expenses incurred in connection with any tax audit, investigation, settlement
            or review of the Fund.

For further discussion of brokerage fees, commissions and other related transaction costs
and expenses, please refer to Item 12 – Brokerage Practices and Fund Governing Documents.

Side Letters

The Adviser has entered into and may enter into additional agreements, or “side letters,”
with certain prospective or existing investors whereby such investors negotiate certain
terms and conditions in addition to those set forth in the offering memoranda of the
Funds. These modifications are solely at the discretion of the Funds and may, among
other things, be based on the size of the investor’s investment in the Funds or other similar
commitment by an investor.

B. Payment of Fees

RTC typically collects its fees quarterly in advance by charging the Fund. The majority of
such fees are inclusive of capital commitments. If clients elect to have all capital called at
once, RTC will reserve a portion for such fees and expenses.

       C. Client Responsibility For Third Party Fees

       Clients of the Adviser may bear certain other fees, expenses and costs (aside from the
       management fees and performance-based compensation discussed above) which are
       incidental or related to the maintenance of a Fund or the buying, selling and holding of
       investments. Please see Item 12 of this Brochure regarding broker-dealer/custodian fees.

       D. Prepayment of Fees

       RTC typically collects its fees quarterly in advance. The client shall be responsible for
       advisory fees up to and including the effective date of termination. From the effective date
       of termination, the Adviser shall refund any unearned, prepaid fees from the date of
       termination to the end of the quarter.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither RTC nor its supervised persons accept any compensation for the sale of
       investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

Item 7: Types of Clients

As noted in Item 4 – Advisory Business, the Adviser provides investment advisory services to the
Funds, which are pooled investment vehicles. Minimum investment commitments may be
established for Limited Partners in the Funds. The General Partner of each Fund, in its sole
discretion, may permit investments that are less than the required minimum investment
commitment set forth in the applicable Governing Documents of such Fund.