Zweig-Dimenna Associates LLC

Item 5 – Fees and Compensation

Fund Fees

Each Fund for which Zweig-DiMenna is the investment manager or
general partner pays Zweig-DiMenna a management fee ranging from 1%
to 2.0% (on an annualized basis) of the applicable Fund’s net assets. The
management fee is generally paid quarterly in advance (once the quarter
begins) or semi-annually in advance (once the period begins). Upon an
Investor’s redemption from a Fund or a Fund’s termination of its advisory
relationship with Zweig-DiMenna, Zweig-DiMenna will refund any
unearned management fees. Furthermore, upon investment other than
at the beginning of the normal management fee period, Zweig-DiMenna
will charge that Investor in a Fund, as applicable, only for the actual
period of time that Zweig-DiMenna provided advisory services.

Zweig-DiMenna also receives a performance-based fee or allocation, as
applicable, from each Fund in an amount equal to 10%-20% of the net
profits, if any, of the applicable Fund for the applicable performance
period, subject to a high water mark provision. The applicable
performance fee period may vary for each Fund, and may, generally, be
on a quarterly, semi-annual or annual basis.

The foregoing fees may be reduced or waived (i) with respect to Investors
in Funds that are employees of Zweig-DiMenna or (ii) during an initial
offering period of a new Fund or may be negotiable in certain
circumstances, with respect to the non-U.S. domiciled Funds and certain
of the U.S. domiciled Funds, depending upon, among other things, the
amount invested in the Fund by such Investor.

Certain Funds for which Zweig-DiMenna acts as general partner or
investment manager invest in other Funds for which Zweig-DiMenna acts
as general partner or investment manager. In this case, such Funds will
not bear a double-layering of asset-based fees or performance-based fees
or allocations in connection with their investment in other Funds, but will
bear their share of the other Funds’ expenses.

Certain Funds for which Zweig-DiMenna acts as general partner or
investment manager invest in other Funds for which a third party

portfolio manager acts as general partner or investment manager or sub-
adviser with respect to at least a portion of that Fund’s portfolio. In this
case, such Funds will bear expenses and fees of the third party portfolio
manager or sub-adviser in addition to the fees and expenses charged by
Zweig-DiMenna.

The procedure for the payment of a Fund’s management or performance
fee to Zweig-DiMenna is that Zweig-DiMenna submits an invoice for the
fee (with documentation supporting the calculations) to the Fund’s
administrator for payment to Zweig-DiMenna from the Fund’s
Administrator’s bank account.

Managed Account Fees

The management fees and/or performance fees payable to Zweig-
DiMenna for Managed Account Clients, if applicable, are negotiated on a
case-by-case basis in accordance with the terms of the applicable
Managed Account Agreement. The specific manner in which fees are
charged by Zweig-DiMenna is established in the applicable Managed
Account Agreement. Managed Account Clients generally calculate the
fees and submit the supporting documentation to Zweig-DiMenna for its
approval, and then pay Zweig-DiMenna. Upon a Managed Account
Client’s termination of its advisory relationship with Zweig-DiMenna,
Zweig-DiMenna will refund any unearned fees to the extent that fees are
charged in advance. Furthermore, upon investment other than at the
beginning of the normal management fee period, Zweig-DiMenna will
charge that Managed Account Client only for the actual period of time that
Zweig-DiMenna provided advisory services.

Fund Expenses

The U.S. domiciled Funds generally bear the following expenses:

• Transaction costs and investment-related expenses incurred in
  connection with trading activities, including, without limitation,
  brokerage, clearing, margin interest (if any) and custodial expenses;
• Legal, accounting, auditing, valuation and tax preparation fees and
  related expenses;
• Fees and expenses of prime brokers, futures commission merchants
  and administrators, if any;
• Interest, fees and costs of Fund-related borrowings;
• Interest, if any, due to Investors in connection with redemptions;
• Expenses associated with the continued offering of the Funds;
• Operational expenses of the Fund;
• Insurance premiums; and
• Extraordinary expenses (e.g., litigation costs and indemnification
  obligations), if any.

The non-U.S. domiciled Funds generally bear the following expenses:

• Transaction costs and investment-related expenses incurred in
  connection with trading activities, including, without limitation,
  brokerage, clearing, margin interest (if any) and custodial expenses;
• Fees and expenses of prime brokers and futures commission
  merchants;
• Interest, fees and costs of Fund-related borrowings;
• Legal, accounting, auditing, valuation, registrar, transfer agent,
  registered agent and administration fees and related expenses;
• Interest, if any, due to Investors in connection with redemptions;
• Expenses associated with the continued offering of the Funds;
• Operational expenses of the Fund;
• Insurance premiums;
• Payment of the fees and expenses of the Fund’s directors (if the Fund
  has a Board of Directors); and
• Extraordinary expenses (e.g., litigation costs and indemnification
  obligations), if any.

  Managed Account Expenses

The Managed Account Clients will generally bear such expenses as may
be provided in the Managed Account Agreement, which may include such
expenses as:

• Transaction costs and investment-related expenses incurred in
  connection with trading activities, including, without limitation,
  brokerage, clearing, margin interest (if any) and custodial expenses;
• Legal, accounting, auditing, and tax preparation fees and related
  expenses;
• Fees and expenses of prime brokers, futures commission merchants
  and administrators;
...

Item 7 – Types of Clients

Zweig-DiMenna currently provides investment advice as discussed in
Item 4 above. Zweig-DiMenna may advise Managed Account Clients and
other different types of clients in the future.

The Funds are not registered as investment companies under the
Investment Company Act of 1940, as amended (the “1940 Act”), in
reliance on the exemption from registration under Section 3(c)(1) or
Section 3(c)(7) of the 1940 Act, as applicable. In addition, the Funds’
interests or shares (as applicable) are not registered under the Securities
Act of 1933, as amended (the “1933 Act”), or any state “blue-sky” laws;
rather, they are privately offered only to qualified Investors.

Each Fund Investor generally must be an accredited investor, as defined
in Regulation D promulgated under the 1933 Act, and either (1) a
qualified purchaser under the 1940 Act, or (2) a qualified client, as
defined in Rule 205-3 under the Advisers Act.

Additional restrictions may apply and are set forth in the governing
documents for each Fund.

Generally, the minimum investment in each Fund, subject to waiver, is
$1,000,000. In the case of some, but not all, of the Funds, absent a waiver,
Investors may not effect a partial redemption of their interest or shares
in the applicable Fund if, after such redemption, their investment in the
applicable Fund would be less than the required minimum investment or
a lower specified amount.

The conditions for starting and maintaining a Managed Account will vary
with the circumstances of each Managed Account and be negotiated and
set forth on an individual basis in the relevant Managed Account
Agreement.