Soapstone Management LP

Item 5 – Fees and Compensation

      5.A. Adviser Compensation

      Fees charged to Investors are described in detail in the Fund’s offering documents.
      In addition, Soapstone and the Fund’s general partner, Soapstone Partners LLC,
      have the authority to waive or reduce fees charged to certain Investors.

      Asset-Based Compensation

      Soapstone is paid a management fee, payable quarterly in advance, of 1% per
      year of the value of each Investors’ interest in the Fund, calculated as of the first
      day of the calendar quarter. Soapstone may, in its sole discretion, waive or reduce
      the management fee as to the Interests of one or more Investor.

      Performance-Based Compensation

      The Fund’s general partner, Soapstone Partners LLC, is entitled to receive an
      annual performance-based allocation equal to 20% of the net capital
      appreciation credited to each Investor in the Fund, subject to a high water mark.
      The performance allocation, if any, is generally calculated and determined as of
      December 31st of each year, but may be calculated on other dates, such as upon
      the termination of the Fund and the final liquidation of its assets. If an Investor
      withdraws on a date other than December 31st, the performance allocation will
      be calculated with respect to the actual change in net capital appreciation
      through and including the date of withdrawal. Any performance-based
      compensation complies with Rule 205-3 under the Investment Advisers Act of 1940,
      as amended (the “Advisers Act”).

      5.B. Direct Billing of Advisory Fees

      Fees and allocations charged are deducted from the Fund’s assets. Management
      fees are paid quarterly in advance. Performance fees and allocations are
      calculated and payable or allocable annually.

      5.C. Other Non-Advisory Fees

      The management fee and the performance allocation are exclusive of brokerage
      commissions, transaction fees, and other related costs and expenses that are
      incurred by the Fund and indirectly borne by Investors. Item 12 of this Brochure
      describes the factors Soapstone considers in selecting broker-dealers for Fund

      transactions and determining the reasonableness of their compensation (e.g.,
      commissions).

      The Fund pays its own operating expenses, including but not limited to: investment
      expenses such as brokerage commissions, trade execution data and services,
      clearing and settlement charges, custodial fees, bank service fees, interest
      expense, and extraordinary expenses; legal expenses; professional fees relating to
      investments, including consultants and experts; travel expenses related to
      investigating investment opportunities; accounting and bookkeeping expenses;
      audit and tax preparation expenses; fees and out-of-pocket expenses of any
      service company retained to provide accounting, investor, administrative or
      custodial services for the Fund; and data and information services expenses. The
      Fund will also bear the organizational expenses of the partnership and any
      expenses incurred in connection with the offer and sale of limited partnership
      interests, including printing costs, marketing and legal fees and expenses of the
      partnership and the general partner and other expenses of the offering of such
      interests.

      5.D. Advance Payment of Fees

      As noted in Item 5.B. above, the management fee charged to the Fund is paid
      quarterly in advance. The management fee is prorated for any period that is less
      than a full quarter and refunded upon withdrawal from the Fund prior to the
      quarter-end.

      5.E. Compensation for Sale of Securities or Other Investment Products

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

Item 7 – Types of Clients

       Soapstone’s only client is the Fund, which is a private pooled investment vehicle
       organized as a domestic limited partnership. The minimum initial investment in the
       Fund is $5,000,000, subject to reduction at the discretion of the general partner of
       the Fund. The general partner of the Fund, in its sole discretion, may refuse to
       accept any such initial or additional contributions in whole or in part, or may
       accept additional capital contributions on other dates. An Investor also may be
       required to withdraw in whole or in part from the Fund at any time and for any
       reason. All Investors much be qualified purchasers and accredited investors.