Three BAYS Capital LP

Item 5: Fees and Compensation

 Three Bays Capital deducts its management fees (“Management Fee”) generally from the Master Fund
 quarterly in advance in such amounts as are set forth in the Governing Documents. Three Bays Capital’s
 affiliate, TBC Partners GP LLC (“TBC Partners GP”), a Delaware limited liability company and general
 partner to certain of the Funds, receives performance-based allocations (“Performance Allocation”)
 generally from the Master Fund on an annual basis in arrears and upon redemptions by investors in the
 Funds, subject to a standard “highwater mark”. For a further discussion of the Performance Allocation
 and “highwater mark”, please see Item 6.

 The Management Fee and Performance Allocations will be waived for investments by Three Bays Capital
 and its affiliates, their partners, members, employees, and any family member or any related party thereof
 (each a “TBC Party” and collectively the “TBC Parties”).

 In addition to the Management Fee and Performance Allocation, each Fund will pay all costs and
 expenses related to its investments and its operations. Expenses are generally shared by all of the
 investors in the Funds, while expenses related to one or more particular series or classes of investments
 will be allocated accordingly. Each of the US Feeder and Offshore Feeder will also be responsible for its
 pro rata portion of the Master Fund’s costs and expenses. Expenses of more than one Fund will be shared
 on an equitable basis among such Funds.

 The terms of the Funds will be altered for investors to address compliance with any law, regulation or
 contract applicable to such investor or, to address a tax, ERISA, legal or regulatory issue applicable to
 such investor or sovereign status of such investor.

 Three Bays Capital and its supervised persons do not accept any compensation (e.g., brokerage
 commissions) for the sale of securities or other investment products, including interests or shares in the
 Funds, as applicable.

 For more information regarding Three Bays Capital’s brokerage practices and brokerage expenses
 discussed herein, please see Item 12.

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Item 7: Types of Clients

 Investors in the Funds include high net worth individuals, family offices, fund of hedge funds,
 endowments and foundations, sovereign wealth funds and other government entities, pension plans and
 corporate entities.

 Details concerning applicable investor suitability criteria are set forth in the applicable Fund’s Governing
 Documents. The minimum commitment for an investor is outlined in the applicable Fund’s Governing
 Documents, including the discretion of Three Bays Capital and its affiliates to accept less than the
 minimum investment threshold. Each investor in the US Feeder and each investor in the Offshore Feeder
 who is a U.S. Person (as defined in Regulation S under the Securities Act of 1933, as amended (the
 “Securities Act”)) is required to meet certain suitability qualifications, such as being (i) an “accredited
 investor” as defined under Rule 501(a) of Regulation D of the Securities Act and (ii) a “qualified
 purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.

 The terms of the Funds will be altered for investors to address compliance with any law, regulation or
 contract applicable to such investor or, to address a tax, ERISA, legal or regulatory issue applicable to
 such investor or sovereign status of such investor.

                                                                                           MARCH 29, 2018

DB3/ 201838421.5