Serengeti Asset Management LP

ITEM 5. FEES AND COMPENSATION

             A.         Advisory Fees and Compensation.

               The Adviser’s and Relying Advisers’ fees are described generally below and
detailed in each client’s offering memorandum and other governing documents and in the case of
the Adviser’s Non-Discretionary Clients, in such clients’ investment management agreement or
sub-advisory agreement. Fees and allocations vary depending on the nature of the services
provided and the client’s investment strategy.

                Each contribution to a Client Fund purchases a new and separate series of shares,
in the case of the Offshore Funds, or establishes a new capital account, in the case of the Domestic
Funds. All fees and allocations are charged or allocated, as applicable, on the investor-specific
series or investor-specific capital account, as applicable. The fees applicable to the Non-
Discretionary Clients were negotiated and are set forth in detail in the respective Non-
Discretionary Clients' investment management agreement or sub-advisory agreement. Generally,
the investment management agreements or sub-advisory agreements are terminable upon receipt
by either party from the other of prior written notice of termination and after the expiration of the
specified notice period and the client will be entitled to any unearned prepaid portion of the
Management Fee to the extent applicable. A brief summary of such fees and allocations is
provided below.

                  Management Fee

                 The Adviser typically charges a management fee (the “Management Fee”) equal to
a percentage within the range of 1.0% to 2.0% of the assets the Adviser manages on behalf of the
client payable at the beginning of each quarter, except for certain classes of shares/interests in the
Lycaon Domestic Fund, the Lycaon Offshore Fund, and certain series of Multi-Series Onshore and
Multi-Series Offshore Fund that are not subject to a Management Fee. The Adviser charges
Management Fees on certain investments, if applicable with respect to the applicable client, based
on cost (or fair value as of the date an investment is designated as a Special Situation Investment
(as defined herein) in the case of an investment that is designated as a Special Situation Investment
after its acquisition).

                 With respect to clients that are subject to a quarterly Management Fee, the
Management Fee is generally calculated and paid in advance as of the first business day of each
fiscal quarter but is amortized monthly by the Client Fund over the quarter for which such
Management Fee is paid. In certain cases, the Management Fee may be calculated and paid in
arrears. With respect to clients that are subject to a quarterly Management Fee, in the event that a
client's net asset value is reduced in connection with a withdrawal or redemption by an investor of
such client other than as of the last day of a quarter, the Adviser will pay such client an amount
equal to the pro rata portion of the Management Fee, based on the actual number of days remaining
in such quarter, and such client will distribute such amount to the investor. In the event that an
investor makes a capital contribution or a subscription other than as of the first day of a calendar
quarter, the applicable client will pay to the Adviser a prorated portion of the Management Fee
and such expense shall be allocated specifically to the investor making the contribution. In the
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sole discretion of the Adviser (or one of its affiliates), the Management Fee may be waived,
reduced or calculated differently with respect to any investors.

                If the Adviser or its affiliates receive any compensation from other investments
made by the applicable Client Fund, the full amount (or, in the case of investment by the Master
Funds, the portion thereof attributable to such Client Fund's investment) of such compensation will
be applied as an offset to the Management Fee. It is possible that the compensation subject to
offset by the Management Fee as described above may exceed the amount of Management Fees
for a particular quarter. If this occurs, the excess will generally be applied to reduce Management
Fees in subsequent quarters. Notwithstanding the foregoing, in the event that an investor redeems
all or a portion of its Interest prior to the making of the adjustment described above, such investor
will forego, and will not be entitled to, a pro rata portion of any such subsequent adjustment. The
forfeited portion of such adjustment will reduce the Management Fee payable by the applicable
Client Fund with respect to the remaining investors in the Client Fund who were investors at the
time the compensation was earned.

                  Performance Compensation

                Each Client Fund (through its investment in the applicable master fund, except for
the Domestic Funds, which can invest directly) and each Non-Discretionary Client will typically
be subject to an incentive allocation (the “Incentive Allocation”) or an annual incentive fee, in the
case of the Non-Discretionary Client (together with each Incentive Allocation, the “Performance
Compensation”) that is allocated and/or paid to the Adviser or one of its affiliates generally on an
annual basis equal to a range of 10-25% of the realized and unrealized net profits (if any) for the
fiscal year subject to a “high water mark” provision and excluding unrealized profits on special
investments. In certain instances, the Performance Compensation is structured as a varying
percentage carried interest distribution once the investor has received a return equal to its capital
contributions (the “Carried Interest”) that may or may not be subject to a hurdle. In certain
instances the Performance Compensation is determined on an investment-by-investment basis.
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ITEM 7. TYPES OF CLIENTS

               The Adviser provides investment advice to and manages a number of Funds and
Non-Discretionary Clients for institutional and other investors, as described above. Beneficial
owners of the Non-Discretionary Clients may include institutions, pension plans, high net worth
individuals and other sophisticated investors. The Adviser may in the future serve as investment
adviser to additional Funds or Discretionary or Non-Discretionary Clients other than those
described herein