Sag Harbor Capital Management LLC

Item 5.   Fees and Compensation.

(A)   How We are Compensated for Our Advisory Services. SHCM is compensated for its
      advisory services by charging the Funds (and, indirectly/ultimately, each Investor, via a
      debit from such Investor’s capital account(s) in the Funds) certain fees (the “Fees”), which
      Fees are set forth in the Fund IMAs and/or the governing documents of the Funds, and are
      described in the PPMs for the Funds. Fees are of two types: (1) a management fee,
      calculated as an annual percentage of the net asset value of the Hedge Fund or of the

         deployed capital of the PE Fund; and (2) a performance-based fee, calculated based on the
         performance of the Funds’ investments (and which is payable in the form of an allocation
         by the Funds to an affiliate of SHCM). SHCM has the authority to enter into side letters
         with individual Investors that modify the fees payable by such Investors from the standard
         fees described in the PPMs.

(B)      How We Collect Our Fees. SHCM deducts Fees from the Funds’ assets and debits such
         amounts from the applicable Investors’ capital accounts in the Funds. The frequency with
         which we collect our fees is described in the Funds’ Offering Documents.

(C)      Expenses Charged to Clients. The Funds are generally required to pay for all expenses
         incurred by SHCM on the Funds’ behalf in connection with the performance of SHCM’s
         advisory services, including ongoing legal, auditing and other professional fees and
         expenses and all investment related costs and expenses (including with respect to
         transactions not consummated), but excluding SHCM’s own general operating and
         overhead expenses (for example, employee compensation and benefits, rent, office
         equipment, insurance, utilities, telephone, secretarial and bookkeeping services, etc.), in
         each case as specified in the Funds’ Offering Documents.

(D)      Fees Paid in Advance. SHCM collects management fees in advance and is not required to
         (although it may elect to) refund pre-paid management fees if an Investor withdraws from
         the Funds before the end of the applicable calculation period.

(E)      Compensation for the Sale of Securities or Other Investment Products. Neither SHCM
         nor any of its supervised persons 1 accepts compensation for the sale of securities or other
         investment products.

Item 7.       Types of Clients.

As described in Item 4.B above, SHCM’s sole Clients are the Funds, which are private investment
vehicles formed to pool the assets of their Investors for investment as described in the Funds’
PPMs. The Funds’ investors include high net-worth individuals, trusts and other sophisticated
investors, all of which must meet the Funds’ minimum suitability standards. The requirements for
investing in the Funds, including minimum investment amounts (which SHCM has the authority
to waive), are set forth in the Funds’ Offering Documents.

  SHCM’s “supervised persons” consist of its officers, partners, directors (or other persons occupying a similar status
or performing similar functions), or employees, or any other person who provides investment advice on its behalf and
is subject to its supervision or control.