Talson Capital Management LP

Item 5.    Fees and Compensation

Investment Management Fees

The Adviser charges each pooled investment vehicle client and each managed account
client an investment management fee based on the value of the client’s assets under
management and charges its corporate client a fixed investment management fee based
on the client’s initial assets under management. The rate of the investment management
fee applicable to the Adviser’s pooled investment vehicle clients ranges depending upon
a given pooled investment vehicle’s attributes. The rate of the investment management
fee applicable to a particular client is set forth in the applicable investment management
agreement and offering documents.

Investment management fees are generally charged each quarter in advance based on
the total market value of the assets in the client account (including net unrealized
appreciation or depreciation of investments and cash, cash equivalents and accrued
interest) on the first day of the quarter. If a new client account is established during a
quarter or a client makes an addition to its account during a quarter, the investment
management fee will be charged as of the effective date of the investment management
agreement or the effective date of the additional contribution and will be prorated for the
number of days remaining in the quarter.

Investment management fees are generally not negotiable, although the Adviser may
waive or modify the investment management fee in certain limited circumstances.

The investment management fee is deducted from a pooled investment vehicle client’s
account by an outside administrator utilized by the Adviser (the “Administrator”). Clients
that are not pooled investment vehicles are billed for the amount of the applicable
investment management fee.

Performance-Based Compensation

The Adviser is entitled to receive performance-based compensation, which is
compensation that is based on a share of capital gains or capital appreciation of assets.
In particular, the Adviser is entitled to receive a performance-based allocation from its
pooled investment vehicle clients and a performance-based fee from its managed
account client. In accordance with above, the rate of the performance-based allocation
applicable to its pooled investment vehicles ranges depending upon a given pooled
investment vehicle’s attributes. The rate of the performance-based compensation
applicable to a particular client is set forth in the applicable investment management
agreement and offering documents. The rate of the performance-based fee applicable to
its managed account client is as set forth in the investment management agreement.

The performance-based compensation is generally not negotiable, although the Adviser
may waive or modify the performance-based compensation structure in certain limited
circumstances.

The performance-based allocation will be deducted from a pooled investment vehicle
client’s account by the Administrator after the end of each fiscal year or at the time of a
withdrawal. Clients that are not pooled investment vehicles are billed for the amount of
the applicable performance-based fee.

Other Fees and Expenses

In addition to paying investment management fees and, if applicable, performance-based
fees, client accounts will also be subject to other investment expenses as follows: client
legal, compliance (including expenses related to compliance software), audit and
accounting expenses (including third party accounting services); organizational
expenses; administrator fees and expenses; investment expenses such as commissions,
research fees and expenses (including data services and research-related travel); risk
management expenses (including expenses related to risk management software);
interest on margin accounts and other indebtedness; borrowing charges on securities
sold short; custodial fees; bank service fees; fees paid to underlying portfolio managers;
the pro rata share of expenses of any investment entities or accounts in which the client
may invest; client-related insurance costs (including D&O insurance costs); and any other
expenses related to the purchase, sale or transmittal of client assets.

Item 7.     Types of Clients

The Adviser’s clients consist of pooled investment vehicles, individuals with separately
managed accounts and a corporation.

The types of investors in the Investment Funds managed by the Adviser may include the
following: individuals; banks and thrift institutions; investment companies; pension and
profit-sharing plans; trusts; estates; charitable organizations; corporations and other
business entities; segregated account and general account assets of insurance
companies; and investment advisers and Investment Vehicles that employ “multi-
manager” or “multi-strategy” investment strategies. Separately managed accounts may
include both institutional and high net worth investors.

 The Adviser has various investment minimums depending on the circumstances of a
particular fund. For more details regarding minimum investments, please see the offering
documents of the fund. The Adviser does not have a set minimum investment
requirement for separately managed accounts.

The initial and additional subscription minimums for the Adviser’s pooled investment
vehicle clients are disclosed in the offering memorandum for each pooled investment
vehicle.