Vintage Capital Management LLC

Item 5       Fees and Compensation
   ADVISORY FEES AND BILLING PROCEDURES
   All fees will be deducted by VCM directly from the account, and will be paid to VCM from the amount
   on deposit in the account. VCM reserves the right to discount fees based on the needs and
   circumstances of clients. All of the referenced fees for these services are negotiable.
   1. Pooled Investment Vehicles (the “Funds”)
   As an investment adviser to the Funds, VCM typically charges an annual advisory fee and, in certain
   instances, a management fee (the “Management Fee”) and/or performance-based fee or allocation
   (the “Performance Fee”), as described in each Fund’s governing documents. The fees and other
   compensation paybable to VCM by one of the Funds may vary from fund to fund. All investors should
   review the Memorandum of the relevant Fund in conjunction with this Brochure for complete
   information on the fees and compensation payable with respect to that particular Fund. Investors
   and prospective investors should note that similar advisory services may (or may not) be available
   from other investment advisers for similar or lower fees.
   VCM is authorized under the governing documents of the Funds to charge and deduct advisory fees
   directly from the Funds. Payments of management fees are generally up to an amount equal to 0.25%
   of the aggregate Capital Account balances of the Limited Partners and are made quarterly and in
   advance and/or in arrears and in accordance with the terms agreed upon by VCM and each respective
   Fund. Payments of performance-based fees are genearally up to 20% of the net profits (including net
   unrealized profits) generated in the account of each Limited Partner during the calendar year, and are
   made at the end fo each calendar year. Please refer to the Memorandum of each Fund for complete
   information on the timing of advisory fee payments.
   In certain cirmcumstances, an affiliate of VCM acting as the general partner of each respective Fund
   may be entitled to receive a performance-based fee, sometimes referred to as “carried interest” (the
   “Carried Interest”). An investor in a Fund may pay the respective Fund’s general partner a Carried
   Interest, after such investor has received distributions, equal to the amount of its capital
   contributions, plus its applicable preferred return. The profit share and preferred return may vary
   from fund to fund. In addition, the preferred return may vary across investors in the same Fund,
   based on the closing at which an investor is admitted to such Fund or on a minimum commitment
   amount (as specified in each Fund’s applicable governing documents). At the discretion of each
   Fund’s genenral partner, the Carried Interest for an investor may be reduced, or waived. Carried
   Interest with respect to a Fund is paid to the general partner, which in turn distributes it to certain of
   VCM’s members and employees who hold equity in the respective Fund’s general partner. Please
   refer to Item 6 for more information about fees based on performance.
   2. Institutional Advisory Services
   Subject to negotiation, VCM will generally assess a management fee (the “Management Fee”) and a
   performance based fee (“Performance Fee”). VCM will generally charge a quarterly Management Fee

   of 0.50% (2.0% per annum), payable in arrears, on the last business day of each calendar quarter
   based on the closing net asset value of the Account for such quarter. Net Asset Value includes all cash
   and all other assets of the account (valued at liquidation value) under management after taking into
   account all brokerage commissions and fees, and other expenses of the Account. VCM shall generally
   charge a Performance Fee in an amount equal to twenty percent (20%) of the New Net Profits earned
   in the Account during each calendar year.
   Other Fees and Expenses
   The Funds shall pay for all ordinary, operating and other expenses, including, but not limited to,
   investment-related expenses (such as brokerage commissions, clearing and settlement charges,
   custodial fees, interest expenses, expenses relating to consultants, brokers or other professionals or
   advisors who provide research, advice or due diligence services with regard to investments, appraisal
   fees and expenses and investment banking expenses); legal expenses (including, without limitation,
   the costs of on-going legal advice and services, blue sky filings and all costs and expenses related to or
   incurred in connection with VCM’s compliance obligations under applicable federal and/or state
   securities and investment adviser laws arising out of its relationship to the Funds, as well as
   extraordinary legal expenses); accounting fees and audit expenses; administrative fees; tax
   preparation expenses and any applicable tax liabilities (including transfer taxes and withholding
   taxes); other governmental charges or fees payable by the Funds; director and officer and/or errors
   and omissions liability insurance premiums or fiduciary liability insurance premiums for directors,
   officers and personnel of VCM; costs of printing and mailing reports and notices; and other similar
   expenses related to the Funds, as VCM determines in its sole discretion. To the extent that expenses
   are borne by a Fund are paid by VCM, the Funds will reimburse VCM for such expenses. Other fees are
   generally deducted from the capital account of each Limited Partner.
   VCM will bear most of the costs of providing management services to the Funds, including the costs of
   office space, equipment, supplies and utilities and staff salaries and benefits. VCM will also provide
   research services and equipment used in managing each Fund's portfolio, although certain of those
   and other expenses may be paid using Fund "soft dollar" arrangements as determined appropriate by
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Item 7       Types of Clients
   VCM has no clients other than the Funds and, at this time, does not offer any services to any other
   person.
   Fund investors must generally be “accredited investors” as defined in Regulation D under the
   Securities Act of 1933 to invest in a Fund. In addition, investors in a Fund must generally be
   “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act, or "qualified
   purchasers" as defined under Section 2(a)(51)(A) of the Investment Company Act.