SAC Capital Advisors LP

Item 5   Fees and Compensation

SAC generally receives, either directly or indirectly, advisory fees and performance-based compensation in
connection with the investment management services it provides to the SAC Funds. Typically, SAC charges each
SAC Fund a monthly asset-based advisory fee in advance at a rate of 0.25% (3.0% per annum) of the lower of cost
or net asset value of such SAC Fund as of the first business day of that month. An advisory fee otherwise charged
with respect to an investor in a SAC Fund may be waived, rebated or reduced by the Board, with the consent of
SAC, or by SAC and, with the consent of an investor, the advisory fee charged in respect of such investor may be
increased or the method of the calculation of the advisory fee may be changed with respect to such investor.
SAC also receives, either directly or indirectly, performance compensation from the SAC Funds following the
realization or deemed realization of a Special Investment. The performance compensation borne by an investor in a
SAC Fund is calculated as a percentage (ranging from 10% to 35%) of the net profit attributable to such Special
Investment over the advisory fee, which may include other SAC Funds or investments (i.e., the net profits or losses
of which are in some cases netted against the net profits or losses of other SAC Funds or underlying investments),

subject to a high water mark. The Board or the General Partner may increase or decrease the percentage of net
profits subject to, or change the method of calculation of, the performance compensation, at any time with the
consent of SAC. The Board, with the consent of SAC, or the General Partner may waive all or a portion of the
performance compensation for any designated investor. The Board, with the consent of SAC, or the General Partner
also reserves the right to charge different performance compensation to investors on an individualized basis.
Any transaction fees, including, but not limited to, closing fees, directors’ fees and break-up fees (net of certain
expenses of transactions not completed), paid to SAC or its affiliates as a result of a SAC Fund’s investments
(collectively, the “Transaction Fees”) will reduce advisory fees. If a Transaction Fee is generated in connection
with an investment made by a SAC Fund and one or more other entities or accounts managed by SAC or its
affiliates, it will be applied, on a pro rata basis relative to the value of each such investor’s investment, to reduce the
advisory fees otherwise payable by such entities or accounts. Performance compensation or advisory fees charged
by an unaffiliated entity or an unaffiliated manager on reallocated capital from a SAC Fund will generally be (i)
deemed an expense of that SAC Fund and taken into account in determining the net profits of that SAC Fund and/or
(ii) offset against the advisory fee or performance compensation otherwise attributable to that SAC Fund.
Specific details of the compensation payable to SAC and its method of calculation are set out in the Governing
Documents of the relevant SAC Fund. Such compensation, once the relevant SAC Fund has been established and
commenced operations, is generally not negotiable although SAC may, from time to time, enter into side letter
agreements or other arrangements with specific investors in SAC Funds whereby such investors receive rebates or
reductions of advisory fees or other compensation otherwise payable with respect to their investments to SAC.
Advisory fees are generally paid monthly at the beginning of the month from a SAC Fund’s assets. Performance
compensation payable with respect to a Special Investment is calculated following the realization or deemed
realization of such Special Investment and is paid, or allocated, by deducting fees directly from a SAC Fund’s assets
or reallocating the performance amount to the capital account of the General Partner.

SAC Funds incur other expenses, including, but not limited to:

        expenses incurred in connection with and directly and indirectly related to the formation, qualification, and
         registration and/or exemption from qualification and registration of the SAC Fund and the interests and the
         distribution and processing of the interests under applicable U.S. federal and state law and foreign law,
         including, but not limited to, legal, accounting, and auditing fees and expenses, printing and duplication
         expenses, mailing expenses, filing fees, and other related expenses;
        investment expenses (including legal fees, investment banking and other expenses related to the sale of
         Special Investments, which may include brokerage commissions, prime broker fees, variation margin,
         interest and dividend expense, margins, brokerage, floor, exchange, and clearinghouse commissions and
         fees, other transaction costs and expenses, advisory fees, management fees, transmission costs, and related
         expenses); and
        other expenses, including ordinary and extraordinary legal, accounting, auditing, record keeping, fees
         payable to a SAC Fund’s administrator, valuation expenses (including costs associated with any third-party
         independent valuation provider), travel expenses, corporate licensing, custodial and clerical expenses
         (including expenses incurred in preparing and transmitting reports and tax information to investors and
         regulatory authorities and expenses for specialized administrative services), printing and duplication
         expenses, mailing expenses, and filing fees and other regular or extraordinary fees and expenses associated
         with the operation of the SAC Fund.

A SAC Fund that is a feeder fund will also bear, indirectly, its pro rata share of the expenses of each master fund in
which it invests, as applicable. A SAC Fund that invests in another fund managed by third parties will also bear,
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Item 7   Types of Clients

SAC provides investment management services, as described above in response to Item 4, to the SAC Funds. As
previously noted, SAC Funds are not registered or required to be registered under the Investment Company Act and
their securities are not registered or required to be registered under the Securities Act and were privately placed to
qualified investors in the United States and elsewhere. The SAC Funds are not accepting additional investments.