Q, FUN & SPECIAL MEETINGS, THE FUN CONTINUES

[The Interpreter]

A more fair account than was Cedar Fair's somewhat misleading press release:

An independent investment advisory firm has recommended shareholders of Cedar Fair LP pass a proposal to split the northwest Ohio firm’s chairmanship and chief executive positions, but to reject one that would make paying bigger dividends a higher priority than paying off the company’s $1.76 billion in debt.

The first one supports the position of Cedar Fair’s biggest shareholder, Texas mutual funds Q Investments, but the second one opposes Q Investments’ proposal and endorses Cedar Fair’s position....

http://toledoblade.com/article/20101224/BUSINESS03/101229851/-1/BUSINESS

[The Interpreter]

The Deal Makers Who Deserve Failing Grades:

Year-end is a time for professors to grade. In a similar spirit, I end this year by highlighting the lowlights of the year's deal making. These are, by category, the Deal Professor dropouts, the deal makers who deserve an F.

SHAREHOLDER RIGHTS: Cedar Fair failed hands down. After missing earnings estimates and suspending its dividend, Cedar Fair, an amusement park operator, announced a $2.4 billion sale in December 2009 to the private equity firm Apollo Global Management. Cedar Fair is based in Sandusky, Ohio, and has a large local shareholder base.

These shareholders formed a core group protesting the low price and management's participation in the buyout. Cedar Fair responded by stonewalling its shareholders and postponing a vote on the deal at the last minute. Shareholders then held their own tea party revolt, convening an alternative shareholder meeting.

The sale was canceled, Cedar Fair's chief executive announced his retirement, and Cedar Fair is still grappling with a hedge fund activist shareholder. Deal makers should remember that shareholders do not react kindly when management tries to manipulate the sale process, especially when they can see management in the local coffee shop....

http://dealbook.nyti...failing-grades/

The Deal Professor at The New York Times is very well known and nearly universally respected. This is a major blackeye for Cedar Fair's management, and could hardly come at a worse time....

[CoastersRZ]

Yes, it is a black eye to Cedar Fair management. But they have brought this ugly mess upon themselves. They have done little over the last year to appease most of their shareholders.

[The Interpreter]

The Deal Professor was actually very kind...Dick Kinzel did a lot more than "try to manipulate the sale process." Had that sale gone through, he, his GM son and a very, very few limited others would have made out like bandits, while forcing ALL other unit holders to bail for $11.50 per unit. And what has happened since? To say that was only trying to manipulate the sale is being very charitable...a CEO who sues his brokerage and his own son for the brokerage actually having the audacity to hold him to the terms of the brokerage contract he willing signed...yep, an operations guy, not a finance guy...

[RingMaster]

Let alone letting go of his second-in-command for reasons the vast majority of people have yet to figure out and then lying about said second-in-command's sudden departure from the company to the shareholders/general public.

Also, had that deal gone through, Apollo would have possibly followed on their own plans of acquiring the Six Flags properties and performed a massive liquidation, closing down possibly more than half of the 35 parks they would own.

[Captain Picard]

Fun is close to taking out the overhead resistance of 15.79 and making a new high.

[The Interpreter]

Fun is close to taking out the overhead resistance of 15.79 and making a new high.

That would be a new high in recent times....many have lost huge fortunes in FUN units...which once traded for well more than twice their current value, as little as five years ago...

[The Interpreter]

Busy day for filings at the SEC for FUN.

First, a company filing:

On December 30, 2010, Cedar Fair sent to Institutional Shareholder Services the following:

THE Cedar Fair, L.P.

RESPONSIBILITIES OF LEAD DIRECTOR

•

The Lead Director is responsible for coordinating the activities of the independent directors. In addition to the duties of all Board members as set forth under applicable law and the Company's Corporate Governance Guidelines, the specific responsibilities of the Lead Director are as follows:

Ø advise the Chairman and Chief Executive Officer as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Company operations;

Ø provide the Chairman and Chief Executive Officer with input as to the preparation of the agendas for the Board and Committee meetings;

Ø advise the Chairman and Chief Executive Officer as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the independent directors to effectively and responsibly perform their duties; although Company management is responsible for the preparation of materials for the Board, the Lead Director may specifically request the inclusion of certain material;

Ø interview, along with the chair of the Governance Committee, all Board candidates, and make recommendations to the Governance Committee and the Board;

Ø assist the Board and Company officers in assuring compliance with and implementation of the Company's Corporate Governance Guidelines;

Ø recommend revisions to the Corporate Governance Guidelines, as appropriate;

Ø coordinate, develop the agenda for and moderate executive sessions of the Board's independent directors; act as principal liaison between the independent directors and the Chairman and Chief Executive Officer on sensitive issues;

Ø evaluate, along with the members of the Compensation Committee, the Chief Executive Officer's performance; meet with the Chief Executive Officer to discuss the Board's evaluation;

Ø discuss with the Chairman and Chief Executive Officer and the Governance Committee the membership of the various Board Committees, as well as selection of the Committee chairs;

Ø respond to the concerns of any directors, whether or not these concerns are discussed with the full Board;

Ø assist the Governance Committee in its role in connection with the annual self-evaluation process of the Board and its committees;

Ø act as a resource for, and counsel to, the Chairman and Chief Executive Officer; and

Ø perform other responsibilities as delegated by the Board.

http://www.sec.gov/A...74/ddefa14a.htm

An advertisement, filed by Q and others*:

http://www.sec.gov/A...cedarfairad.htm

And a letter filed by Q and others*:

The attached letter is being sent to unitholders on December 30, 2010.

Q Funding III, L.P. and Q4 Funding, L.P.

301 Commerce Street, Suite 3200

Fort Worth, Texas 76102-4140

December 30, 2010

Dear Fellow Unitholders:

We are again writing to you to ask that you cast your vote for CHANGE at Cedar Fair and use the GREEN proxy card to vote FOR our proposals by internet or phone (since it is too late to mail your proxy card at this point).

For background reference, we are including our original December 13 ^th letter outlining our reasons in support of our two proposals: the separation of the chairman and chief executive officer roles and increasing the priority of distributions to unitholders.

Cedar Fair says you should not vote for our proposals because the board needs the "flexibility" to make the best decisions it sees fit, without any limitations. The board basically seems to be saying, "Trust us - let us decide how best to use your money and whom to select as chairman."

Unrestricted flexibility is not a "right." It must be earned. After your 16-year-old son has crashed his car twice, do you allow him complete flexibility to take the keys to the car anytime he wants? No, you do not.

We believe that this board has lost its right to have complete and unrestricted flexibility after the mistakes it has made over the past several years including trying to sell the company "on the cheap" at $11.50, agreeing to a financing package that severely restricts the ability of the company to make distributions to unitholders in the future, and seeing its units drastically underperform the market for the past seven years (while executive base pay has been steadily increasing during this same time period - please see the enclosed chart).

The board also said that our proposals would limit its ability to create long-term value and disrupt the company's "progress." What "progress" might they be talking about? Backwards "progress"? Given that the units are down 49% since 2003 (when Mr. Kinzel became Chairman) while the S&P 500 Index is up 28%, we conclude that the board could use unitholders' suggestions. Exactly how long does the company expect to take for its "long-term" plan to pay off for unitholders?

Finally, please note that by no means have we suggested taking away all the board's discretion. However, putting a few simple guidelines in place for everyone's benefit seems to be the responsible thing to do.

Sincerely yours,

Q Funding III & Q4 Funding

http://www.sec.gov/A...rfairletter.htm

*Q and others filers are:

Q FUNDING III, L.P.

Q4 FUNDING, L.P.

PRUFROCK ONSHORE, L.P.

J ALFRED ONSHORE, LLC

STAR SPANGLED SPROCKETS, L.P.

EXCALIBUR DOMESTIC, LLC

GEOFFREY RAYNOR

Interesting that FUN sent its letter only to institutional holders, while Q sent its to all unitholders....

[CoastersRZ]

Does Cedar Fair think that institutional investors are more agreeable to voting down Q`s measures than unit holders who hold a few units? Or are they just targeting where the largest percentage of units are held?

Star Spangled Sprockets sounds like a good name for a ride. It certainly beats some of the names that Cedar Fair has created in the last few years.

[The Interpreter]

Ads Slam Cedar Fair Executive's Pay:

...Since July 3, 2006 — the date Cedar Fair acquired Paramount Parks and incurred huge debt that still burdens the firm — the base pay of Dick Kinzel, Cedar Fair's chairman and chief executive officer, is up 23 percent and that of Chief Financial Officer Peter Crage is up 38 percent. But the firm's share price has dropped 48 percent and its annual dividends have fallen 90 percent in the same period, the full-page advertisement states.

Mr. Kinzel received $1.3 million in base pay and $1.2 million in bonus pay last year; Mr. Crage received $450,000 in base pay and $269,100 in bonus pay. The stock price was $13.62 a share on Oct. 13, compared with $26.05 on July 3, 2006. In recent days, it has traded closer to $16 a share.

"When Mr. Kinzel said in May of 2006 that the [acquisition of former competitor Paramount's amusement park holdings] 'will provide exciting new growth opportunities,' perhaps he was thinking about the growth of his pay?" the ad states...

Asked to comment on Q Investments' latest filing, Stacy Frole, a spokesman for Cedar Fair, said its executive salaries are necessary to attract and retain quality managers.

"We believe the strong results we have generated in 2010 for our unit holders in light of the difficult economic conditions that caused one of our major competitors to seek bankruptcy protection, as well as our expectation of continued growth based on our recently announced five-year financial targets, is further evidence of the strength of the Cedar Fair management team in place," she said.

http://toledoblade.c...3/-1/BUSINESS06

[windshawne]

Same ole story all across the country-companies get driven in the ground, and the ceo's continue to get raises. I can't read this stuff anymore (as I struggle to stay afloat.) My latest bout with my lungs just cost me 150 bucks-after insurance. This is a world I can no longer relate to.

[The Interpreter]

This is the same company that tried to claim, unsuccessfully, that Ohio's minimum wage law did not apply to seasonal amusement parks...

There's some mighty interesting reading here:

http://www.ssd.com/f...71/CtoCRide.pdf

Note this was published just as the Paramount Parks acquisition was being consummated. Note also that since that time Mr. Duffield Milkie has been hired as house counsel...

http://www.prnewswir...l-56950567.html

[windshawne]

This is the same company that tried to claim, unsuccessfully, that Ohio's minimum wage law did not apply to seasonal amusement parks...

My pay was above minimum wage while working at the park, but the wage froze for 3 years. I guess the only consolation of all this is I didn't sell my soul to get ahead.

[The Interpreter]

Cedar Fair Board of Directors Urges Unitholders Not to be Distracted by Q Investments' Ongoing Dissident Campaign and Numerous Lawsuits and Vote Against Proposals at the Special Meeting

- Company seeks to 'set the record straight and respond to Q Investments' barrage of rhetoric' and the hedge fund's 'unnecessary and costly attacks' since becoming a unitholder a year ago

- Among other things, Company notes that Q Investments' Geoffrey Raynor turned down offer to join Cedar Fair's Board and participate directly in CEO succession planning

- Prudent fiscal policy considered a key catalyst for Company's restored distributions and unit price appreciation of 112% since November 2009

Download image

SANDUSKY, Ohio, Jan. 4, 2011 /PRNewswire/ -- The Board of Directors of Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today sent a letter to all unitholders that provides the facts behind the self-serving statements and mischaracterizations made by Q Funding III, L.P. and Q4 Funding, L.P. ("Q Investments") in support of the proposals submitted by the hedge fund to be considered at a Special Meeting of Unitholders on January 11, 2011.

Unit price performance since distribution suspension:

(Photo: http://photos.prnews...0110104/CL24388)

The Board believes the proposed amendments to the Company's Partnership Agreement would not be in the best interests of unitholders because, among other things, they would severely limit the options available to the Board in pursuit of its strategy to maximize long-term value. In addition, they would greatly disrupt the Company's deliberate and ongoing CEO succession planning process that is well under way and is expected to be completed by the end of the second quarter of 2011.

The text of the letter to unitholders follows in its entirety:

Dear Fellow Cedar Fair Unitholder:

Q Funding III, L.P. and Q4 Funding, L.P. ("Q Investments"), entities of a Texas-based hedge fund led by Geoffrey Raynor, certainly have a way with words.

Over the past year, through their communications and filings, there has been no shortage of self-serving statements and mischaracterizations about Cedar Fair and its Board by Q Investments in hopes of gaining your support for their proposals being considered at the January 11, 2011, Special Meeting of Limited Partner Unitholders.

We think it's important to set the record straight and respond to Q Investments' barrage of rhetoric with the facts.

FACT: Cedar Fair IS STRONGER TODAY BECAUSE OF ITS PROVEN AND PRUDENT FISCAL POLICY

Contrary to what Q Investments and Mr. Raynor would have you believe, Cedar Fair's business strategy for creating sustained value for unitholders has – and continues to – work. Since our focus turned to debt reduction and our capital structure, Cedar Fair's management team has successfully managed the business by achieving the proper balance between superb guest experience and fiscal prudence. As a result, and since the distribution was suspended in November 2009, the Company's unit price has increased 112%, significantly more than the 19% achieved by the S&P 500 during this same period(1).

FACT: Cedar Fair'S BOARD IS – AND HAS ALWAYS BEEN – FOCUSED ON PAYING DISTRIBUTIONS TO UNITHOLDERS

Your Board continues to favor growing the distribution in a responsible, sustainable manner. In fact, when we refinanced Cedar Fair's debt in July 2010 at historically attractive rates and with more flexible covenants than our previous agreement, we negotiated vigorously with our lenders to arrive at a refinancing agreement that would allow the distribution to be restored immediately and to permit increasing distributions in the future. The fact is that refinancing our debt and delivering a meaningful and sustainable distribution to unitholders are not mutually exclusive strategies. Furthermore, with a balanced focus on debt reduction and distributions, the value to the unitholder is greatly enhanced as debt is reduced and unitholders truly own a greater proportion of Cedar Fair.

We also believe that the market supported the successful refinancing as reflected by the 17% unit price increase to $15.16 on December 31, 2010, from $13.00 on July 14, 2010, the day we announced the pricing of our debt refinancing.

FACT: MR. RAYNOR'S AND Q INVESTMENTS' ACTIONS DEMONSTRATE THEY HAVE NO INTEREST IN ENGAGING IN A CONSTRUCTIVE DIALOGUE

Given that Q Investments has filed four lawsuits against Cedar Fair in its 12 months as a unitholder and has declined management's invitation to meet, we have no other choice but to believe that Mr. Raynor has no desire to engage in constructive dialogue with your company.

In addition, despite Cedar Fair's strong performance in an economic climate not seen in generations and the fact that the Company added to the Board two directors designated by Q Investments, the hedge fund in its December 9, 2010, letter to the Board referencing the hiring of Korn/Ferry International to assist with the Company's ongoing succession planning process, stated:

"We therefore wish to make it clear to this board, and to any potential candidate, that just because this board has endorsed their candidacy, we may not support the candidate. And if we do not support the candidate, we will campaign vigorously for his or her removal at the earliest possible time."

This statement clearly indicates to us that regardless of how unitholders vote at the Special Meeting, Q Investments intends to continue its unnecessary and costly attacks on your Company. This not-so-veiled threat to anyone being considered by Korn/Ferry for the CEO position, coupled with the severe restrictions they wish to place on the pool of CEO candidates, suggests to us the short-term interests of their hedge fund investors are not aligned with the best interests of all Cedar Fair unitholders. (Note: according to Q Investments' 13F filing as of September 30, 2010, only one stock out of more than 30 in its portfolio had been held for more than two years.)

FACT: CEDAR FAIR'S BOARD IS HIGHLY QUALIFIED, INDEPENDENT AND HAS CONSIDERABLE BUSINESS AND FINANCIAL EXPERIENCE; MR. RAYNOR WOULD KNOW THIS IF HE HAD ACCEPTED OUR OFFER TO JOIN OUR BOARD

Despite Q Investments' assertions to the contrary, the Cedar Fair Board consists of highly qualified, independent individuals with considerable business and financial experience. The Board engages in open and frank discussions, and always considers new ideas, whether proposed by directors, management or unitholders. Mr. Raynor would know this if he had accepted our offer to join the Board and participate in the succession planning process. We can only conclude that Mr. Raynor decided it would be too difficult to reconcile a director's fiduciary responsibility to all unitholders with the short-term interests of his hedge fund investors.

Currently, seven of your Board's nine directors meet the New York Stock Exchange's standards for determining director independence, and all members of the Audit, Governance and Compensation committees are independent. Two of these independent directors, Eric Affeldt and John Scott, were appointed to the Board as a result of an agreement with Q Investments. The Board is unanimous in its belief that Q Investments proposals would harm the Company.

We are also surprised by Q Investments' recent personal attacks on Dick Kinzel, whom they have openly stated is one of the best operators in the industry. Under Dick's leadership, the Company has paid out more than $1.4 billion in cash distributions, or more than $29 per unit. Since he became President and CEO of the Company in 1987, Cedar Fair has delivered a 9.6% compound rate of return, which is higher than the S&P 500 Large Cap and S&P 600 Small Cap indices, and higher than peers such as Disney and Pinnacle Entertainment.

Your Board believes the adoption of the amendments proposed by Q Investments would not be in the best interests of unitholders because they would severely limit the options available to your Board in pursuit of its strategy to maximize long-term value. In addition, they would greatly disrupt the Company's deliberate and ongoing succession planning process that is well under way and is expected to be completed prior to the end of the second quarter of 2011.

We are proud of the numerous financial and operational successes the Company has achieved over its history and particularly during the past 12 months. We are equally excited about the growth potential that the Company can achieve over the long term. We firmly believe that we have the strategy and leadership necessary to deliver the value creation that all of our unitholders seek.

We respectfully ask for your continued support and look forward to reporting our progress to you.

YOUR BOARD UNANIMOUSLY OPPOSES EACH OF THE PROPOSED Q INVESTMENTS AMENDMENTS, AND STRONGLY URGES ALL UNITHOLDERS TO VOTE "AGAINST" PROPOSALS 1 AND 2 AND STRONGLY URGES ALL UNITHOLDERS TO UTILIZE THE WHITE PROXY CARD AND TO DISCARD ANY PROXY CARD RECEIVED FROM Q INVESTMENTS.

If you have voted for the proposals on a Green proxy card sent to you by Q Investments, you can revoke that proxy by voting AGAINST the proposals on a later dated WHITE proxy card, or by voting by telephone or Internet.

Sincerely,

Cedar Fair Board of Directors

Michael Kwiatkowski

Richard Kinzel

Eric Affeldt

David Paradeau

Darrel Anderson

John Scott, III

Richard Ferreira

Steven Tishman

C. Thomas Harvie

(1) FactSet; market data as of 12/10/10

Additional Information About the Special Meeting of Unitholders

This may be deemed to be solicitation material in respect of the Company's Special Meeting of Unitholders scheduled for January 11, 2011. On December 10, 2010, in connection with the Special Meeting, the Company filed a definitive proxy statement and a form of proxy with the SEC and the definitive proxy statement and a form of proxy has been mailed on or about December 13, 2010 to the Company's unitholders of record as of December 9, 2010. In addition, the Company will file with, or furnish, to the SEC all additional relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING. Investors and security holders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC's website, www.sec.gov. The Company's Unitholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Investor Relations, Cedar Fair, L.P., One Cedar Point Dr., Sandusky, OH 44870, telephone: (419) 627-2233, or from the Company's website, www.cedarfair.com or by contacting Morrow & Co., LLC, at (203) 658-9400 or toll free at (800) 206-5879.

The Company and its directors and executive officers and certain other members of its management and employees may be deemed to participate in the solicitation of proxies in respect of the Special Meeting of Unitholders. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

*** END OF LETTER TO UNITHOLDERS ***

About Cedar Fair

Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, six outdoor water parks, one indoor water park and five hotels. Amusement parks in the Company's northern region include two in Ohio: Cedar Point, consistently voted "Best Amusement Park in the World" in Amusement Today polls, and Kings Island; as well as Canada's Wonderland, near Toronto; Dorney Park, PA; Valleyfair, MN; and Michigan's Adventure, MI. In the southern region are Kings Dominion, VA; Carowinds, NC; and Worlds of Fun, MO. Western parks in California include: Knott's Berry Farm; California's Great America; and Gilroy Gardens, which is managed under contract.

Contact:

Stacy Frole

(419) 627-2227

SOURCE Cedar Fair Entertainment Company

RELATED LINKS

http://www.cedarfair.com

VERY unfortunate headline (for those of us who are grammarians, at least...)

[The Interpreter]

Q files advertisement with SEC:

http://www.sec.gov/Archives/edgar/data/811532/000089742311000001/nytad010411.htm

[The Interpreter]

Q's January 4 letter to unitholders:

January 4, 2011

Dear Fellow Unitholders:

We are again writing to you to ask that you cast your vote for CHANGE at Cedar Fair and use the GREEN proxy card to vote FOR our proposals by internet or phone (since it is too late to mail your proxy card at this point). If you have already voted, you may submit a new vote because only your latest vote will count.

For our two proposals - separation of the chairman and chief executive officer roles and increasing the priority of distributions to unitholders - as well as our accompanying materials, please visit our website at www.dfking.com/cedarfair.

Cedar Fair says you should not vote for our proposals because the board needs the "flexibility" to make the best decisions it sees fit, without any limitations. The board basically seems to be saying, "Trust us - let us decide how best to use your money and whom to select as chairman."

Unrestricted flexibility is not a "right." It must be earned. After your 16-year-old son has crashed his car twice, do you allow him complete flexibility to take the keys to the car anytime he wants? No, you do not.

We believe that this board has lost its right to have complete and unrestricted flexibility after the mistakes it has made over the past several years including trying to sell the company "on the cheap" at $11.50, agreeing to a financing package that severely restricts the ability of the company to make distributions to unitholders in the future, and seeing its units drastically underperform the market for the past seven years (while executive base pay has been steadily increasing during this same time period - please see the enclosed chart).

The board also said that our proposals would limit its ability to create long-term value and disrupt the company's "progress." What "progress" might they be talking about? Backwards "progress"? Given that the units are down 49% since 2003 (when Mr. Kinzel became Chairman) while the S&P 500 Index is up 28%, we conclude that the board could use unitholders' suggestions. Exactly how long does the company expect to take for its "long-term" plan to pay off for unitholders?

Finally, please note that by no means have we suggested taking away all the board's discretion. However, putting a few simple guidelines in place for everyone's benefit seems to be the responsible thing to do.

Sincerely yours,

Q Funding III & Q4 Funding

IT IS NOT TOO LATE TO CHANGE YOUR VOTE

If you have already submitted a proxy card to Cedar Fair for the Special Meeting, you may change your vote to a vote FOR both of the Q Investments proposals by submitting a later dated vote by the internet or telephone. Please remember that only your latest dated vote will count.

1. Vote by Telephone. Call toll-free (800) 454-8683. Have your 12-digit control number listed on the voting instruction form ready and follow the simple instructions.

2. Vote by Internet. Go to the website www.proxyvote.com. Have your 12-digit control number listed on the voting instruction form ready and follow the online instructions. The 12-digit control number is located in the rectangular box on the right side of your voting instruction form.

If you have any questions or require any assistance in executing your proxy, please call:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Shareholders call toll-free: (800) 488-8075

Banks and Brokers call collect: (212) 269-5550

http://www.sec.gov/A...2/ltr010411.htm

[CoastersRZ]

Finally, Q brings up the one point I like to mention. Cedar Fair keeps saying the units are up. Yes, they are up over their low point, but are still WAY down over what they were four years ago. Cedar Fair fails to realize that some people bought in and have seen the value of their positions, as Q notes, plummet, not increase as Cedar Fair states.

As I said a while back, this is going to be a bumpy ride. A ride that may not even end at the conclusion of the vote next week.

[The Interpreter]

I am still trying to ascertain if FUN has the guts to ignore the unitholder vote if it doesn't go to their liking, as they seem to have the legal right to do...somehow I doubt they would, but it has been said the actions being voted on cannot occur without the consent of the general partner. The unitholders hold units in only the limited partnership, and generally have no legal right to force actions on the general partner...

[CoastersRZ]

What recourse do the unit holders have if Cedar Fair ignores the vote? I imagine that some people, particularly Q, will be highly upset if the vote is ignored.

[The Interpreter]

This is one of those cases where the courts of public opinion and that of the investment community would no doubt put unbearable heat on FUN...and it would respond. After all, remember, FUN expanded its board by two people merely because it was under Q pressure, and did so without any vote of the unitholders...

[Captain Picard]

Fun breakout and new high 15.89. I called it and you can take that to the bank. That is if you own it and sell it.

That is a new short term high for you Terp.

[Captain Picard]

The move came on this news.

05 Jan 2011 11:05

ISS Supports Q Investments Proposals for Meaningful Changes at Cedar Fair <FUN.N>

--------------------------------------------------------------------------------

http://pdf.reuters.com/pdfnews/pdfnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:nPnNY25044

Recommends Unitholders Vote to Separate the Chairman and Chief Executive Officer Positions

FORT WORTH, Texas, Jan. 5, 2011 /PRNewswire/ -- Q Funding III, L.P. and Q4 Funding, L.P.

(together, "Q Investments") announced today that Institutional Shareholder Services ("ISS"), the

leading independent proxy voting advisory firm, has recommended that Cedar Fair, L.P. (NYSE: FUN)

unitholders support Q Investments' proposals to separate Cedar Fair's chairman and chief executive

officer positions and prioritize a higher dividend distribution. ISS also recommended that

unitholders VOTE on the GREEN proxy card and not on Cedar Fair's white proxy card.

In announcing its support, ISS "conclude[d] that the board has been out of touch with

unitholders," and noted that "the company could benefit from the additional oversight that an

independent chairman would provide."

ISS also recommended support of Q Investments' resolution to amend the Company's partnership

agreement so as to make dividend distribution a higher priority than debt repayment and to take

all actions necessary to implement such distribution, with the goal of returning to close to

historical distribution levels based on earnings.

ISS further commented that the distribution proposal is important "for the signal it sends to the

board about the significance of the quarterly distribution to unitholders and the relative

importance that the owners of the company place on distributions versus other uses of free cash

flow."

Scott McCarty, portfolio manager at Q Investments, said, "We are extremely pleased that the

leading proxy voting advisory firm has recommended unitholders support both our proposals. We

believe that each of these proposals will enhance unitholder value and help the company avoid the

many missteps it has recently made. It is extremely important that unitholders vote and give this

board direction on each of these proposals."

Q Investments urges all unitholders to vote the GREEN proxy card today by telephone or internet

FOR both proposals. Q Investments would also like to remind its fellow unitholders that it is not

too late to change previous votes to a vote FOR both of its proposals because only the latest

dated vote will count.

Please use the GREEN proxy card to support both proposals. If you have any questions or need

assistance in voting, please call D.F. King & Co., Inc. at (800) 488-8075.

SOURCE Q Investments

Tom Johnson, or Elizabeth Micci, both of Abernathy MacGregor, +1-212-371-5999, for Q Investments

[The Interpreter]

I have to admit it surprises me that the well known and respected ISS supports BOTH Q proposals...I expected the one on separation of Chairman/CEO, but not the other. This is not good news for FUN's board and its positions...

[PhantomTheater]

Not only did Q have a full page ad in today's Plain Dealer, CF had one as well. The ad from CF mentions how it's a thriving company with increasing stock prices. It also mentions they are a hometown company as Q is from Texas.

[The Interpreter]

Those two ads can be seen here:

Q:

http://www.sec.gov/Archives/edgar/data/811532/000089742311000004/cfad010611.htm

FUN:

http://www.sec.gov/Archives/edgar/data/811532/000119312511002980/ddefa14a.htm

The FUN ad appeared in Sandusky, Cleveland and Toledo...

[RailRider]

I have to admit it surprises me that the well known and respected ISS supports BOTH Q proposals...I expected the one on separation of Chairman/CEO, but not the other. This is not good news for FUN's board and its positions...

Yet 3 other leading advisors support FUN and their distribution plans. Article Here

[The Interpreter]

Yes, that's my point. Read again. I am surprised that ISS supported the Q distribution plan. What leading advisors have supported FUN in not wanting to separate the Chairman/CEO positions?

[RailRider]

Like I said in the other thread, I support the seperation but not refocusing on a higher distribution instead of continuing to pay down debt like Q proposes.

[The Interpreter]

I totally agree...why on earth should any company borrow money to pay out distributions? On the other hand, that is EXACTLY how the Paramount Parks/Cedar Fair 'merger' started, with the company borrowing enough money to pay distributions in the initial years...I criticized that then...and I don't think it's any smarter today...

[RailRider]

Agreed. Bad business even more so in this environment.