Sherborne Investors Management LP

Item	5:	        Fees	and	Compensation

 A.	 Fee	Schedule	and	Payment	Method

We receive a management fee (“Management	Fee”) generally payable in advance on a monthly basis based on
the net assets of the respective Fund. Management fees are more specifically set forth in the Offering Documents
of the respective Fund and are generally negotiable and are deducted from respective Fund assets.

We, in our discretion, may waive or reduce the Management Fee applicable to all or any of the Investors in each
Fund or agree with an Investor to waive or alter the Management Fee as to that Investor.

An affiliate of SIM, Sherborne Investors LP (“SILP”), serves as the special limited partner to WIG and as the
special member to SIGC LLC, SSFF and SSFG. A wholly-owned subsidiary of SILP, Sherborne Investors Master
GP, LLC, is the general partner of WIG and the managing member of SIGC LLC, SSFF and SSFG. The special limited
partner or special member, as appropriate, receives an allocation of a percentage of capital gains
(“Performance	Allocation”) realized by each Investor that invests in the Fund at the time the Target Company
is sold or its shares distributed to Investors. The percentage is negotiated and may incorporate hurdle rates or
other factors that may increase or decrease the percentage. If an Investor invests in multiple Funds, the
Performance Allocation is assessed separately on a Fund-by-Fund basis and therefore a loss realized in one
Fund is not netted against a gain realized in another Fund.

We or our affiliates, in our discretion, may waive or reduce the Performance Allocation as to all or any of the
Investors in a Fund.

We or our affiliates, may receive compensation from the Target Company as specifically set forth in the Offering
Documents of the respective Funds.

Sherborne Investors (Guernsey) C Limited (“SIGC”) was incorporated and registered in Guernsey on May 25,
2017, and its shares were admitted to trading on the London Stock Exchange on July 12, 2017. SIGC was formed
to act as a feeder vehicle to the Funds. SIGC has a 99.94% interest in SIGC LLC.

While Investors in SIGC hold publicly listed securities that are freely tradable, the Fund does not provide
Investors with interim liquidity prior to the sale or distribution of Target Company securities.

Investors should refer to each Fund’s Organizational Documents for additional or supplementary information
regarding such Fund as well as the fees paid by such Fund.

 B.	 Other	Fees	and	Expenses

Each Fund bears the expenses of its organization and all operational expenses incurred in connection with the
purchase, sale, financing and refinancing of investments, the offering of interests in the Fund and the fees and
expenses of third-party service providers to the Fund. Such expenses include but are not limited to:

             fees and expenses of consultants, appraisers and other agents
             finders, placement, brokerage and other similar fees incurred in the course of making
              investments in Target Companies or follow-on investments
             custodial fees, interest expense and other costs incurred with derivative instruments
             costs of meetings with (including travel) and reports to Investors
             costs and expenses incurred for the preparation and distribution of financial reports,
              tax reports and other information for the benefit of Investors or specifically requested
              by an Investor
             any taxes, registration costs, fees or other governmental charges levied against the Fund on
              its income or assets or in connection with its business or operations
             costs of any agency or administrative actions or hearings
             any governmental action or third-party litigation or other matters that are the subject
              of indemnification provided by the Fund to SIM and its affiliates
             costs of director and officer liability insurance to protect SIM and its affiliates
             costs and expenses incurred for the due diligence associated with any proposed or actual
              investment
             costs and expenses of a proxy solicitation or proxy contest with respect to an investment
             costs of winding up and liquidating the Fund

The Funds are not charged with costs and expenses of office space, facilities, utility services, supplies,
administrative and clerical functions, and compensation paid and benefits offered to employees of SIM.

We may incur fees, costs and expenses on behalf of more than one Fund or multiple Funds. To the extent such
fees, costs and expenses are incurred for the account or benefit of more than one Fund, each Fund will typically
bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment in the
activity or entity to which the expense relates (subject to the terms of each Fund’s Organization Documents)
or in such other manner as we consider fair and equitable under the circumstances. We endeavor to allocate
such fees, costs and expenses on a fair and equitable basis over time.

 C.	 Sales	Compensation

Neither we nor any of our supervised persons will accept compensation in connection with the sale of interests
or shares in the Funds.

SIM and its affiliates currently do not receive any compensation in connection with identifying or
recommending a Target Company, acquiring shares or other securities of the Target Company or upon the sale
of shares or other securities of the Target Company.

The publicly listed funds retained unaffiliated investment bankers to sell shares to third party shareholders
for a customary placement fee.

Item	7:	        Types	of	Clients

For a discussion of our Funds, please refer to Item 4 above.

Account	Requirements	and	Minimums

Investors that are U.S. persons must be “accredited investors” under Regulation D under the Securities Act, and,
for certain Funds, “qualified purchasers” under Section 2(a)(51)(A) of the Investment Company Act. The Funds
charge a performance allocation only with respect to those Investors in each Fund who are “qualified clients”
eligible to pay a performance allocation under the Advisers Act.

Investors in the Funds may include hedge funds, high net worth individuals, pension plans and other
sophisticated investors. SIGC was marketed exclusively to institutional investors, offshore hedge funds and
other accredited investors; however, as publicly listed entities, the shares are available to be purchased by the
public at large following their initial public offerings (“IPOs”).

We require Investors in the Funds to make representations concerning their financial sophistication and ability
to bear the risk of loss of their entire investment in a Fund. There is no minimum amount required to invest in
Funds.