Albert Bridge Capital Management LP

Item 5: Fees and Compensation

 A. The Investment Manager generally receives Management Fees and performance-based
    compensation for its advisory services. The Management Fees payable by the Fund starts at
    1% per annum. Management Fees may vary and, in some cases, may be negotiable, and may
    be payable more or less frequently depending on the investor and the arrangement.
    Moreover, management fees will decrease with investor tenure.

Albert Bridge Capital Management LP                                            Form ADV Part 2A

     With respect to the Fund, the Management Fee Rate is determined as follows:

                       Relevant Period                  Management Fee
                                                        Rate (per annum)
            For the 12-month period from the                  1.00%
            date of establishment of investor’s
            capital account
            For the 12-month period from the                  0.95%
            second anniversary of the date of
            establishment of investor’s capital
            account
            For the 12-month period from the                  0.90%
            third anniversary of the date of
            establishment of investor’s capital
            account
            For the 12-month period from the                  0.85%
            fourth anniversary of the date of
            establishment of investor’s capital
            account
            For the 12-month period from the                  0.80%
            fifth anniversary of the date of
            establishment of investor’s capital
            account
            From the sixth anniversary of the                 0.75%
            date of establishment of investor’s
            capital account

 B. The Management Fee payable by the Fund is calculated and paid monthly in advance based
    on the value of each investor’s capital account as of the first day of each month. An example
    of how the Management Fee is calculated is as follows:

     (Applicable Management Fee Annual Rate) divided by (12) times (Investor Capital Account
     Balance) equals monthly Management Fee.

     The amount of the Management Fee is usually prorated for periods of less than a full billing
     period or for any redemption by an investor that is effective other than as of the last day of
     a month. The Management Fee is calculated by reference to the net asset value before
     deduction for any accrued incentive fee (“Incentive Fee”) or investor related taxes. The net
     asset value of the Fund is determined by its Fund Administrator.

 C. The Fund bears and shall be responsible for its own expenses, including, but not limited to:
    (i) Management Fees; (ii) all general investment expenses (i.e., exchange commissions and
    expenses, brokerage commissions, research expenses, bank service fees, interest expenses,
    borrowing charges, custodial expenses, outsourced risk management advisory and software,
    investment-related consultants and travel costs that are research-related and other
    investment expenses); (iii) fees and expenses relating to software tools, programs or other
    technology utilized in managing the Fund (including third-party software licensing (e.g.
    Bloomberg), implementation, data management and recovery services and custom
    development costs) (iv) research and market data (including real-time data, any computer
    hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into
    the cost of obtaining such research and market data) (v) all administrative, legal, accounting,
    auditing, recordkeeping, tax form preparation, compliance, and consulting costs and
    expenses; (vi) some portion of fees, costs and expenses related to middle office operations
    which may include daily reconciliation of cash, cost, positions, and valuations; (vii) fees, costs,

Albert Bridge Capital Management LP                                         Form ADV Part 2A

     and expenses of third-party service providers that provide such services; (viii) costs and
     expenses associated with preparing investor communications, printing, and mailing costs; (ix)
     insurance costs and expenses (e.g., for the assets of the Fund, D&O, E&O); (x) marketing and
     syndication expenses; (xi) taxes and other governmental charges; (xii) governmental
     licensing, filing, and exemption fees (including Blue Sky filing fees); (xiii) indemnification
     obligations; (xiv) all judgments, settlements, fines, and expenses (including reasonable
     attorneys’ fees) incurred in connection with any actual, anticipated, or threatened litigation
     or governmental inquiry, investigation, or proceeding, including any examination, audit,
     request for information, subpoena, or any similar request or requirement from the U.S.
     Internal Revenue Service (“IRS”), the U.S. Securities and Exchange Commission (“SEC”) or any
     other local, state, federal, or foreign authority; (xv) Organizational Expenses (as defined
     herein); and (xvi) any extraordinary expenses.

     Further information on expenses is specified in the Fund’s offering documents.

 D. All Management fees for our advisory services provided to the Fund are paid in advance. For
    detailed fee information please refer to the relevant offering documentation. If an investor
    redeems from the Fund at any time other than at the end of a calendar month, a pro rata
    portion of the Management Fee will be refunded to the investor for such partial month
    (based on the actual number of days remaining in such partial month).

     At the sole discretion of Albert Bridge, the Management Fee may be waived, reduced, or
     calculated differently with respect to certain investors, including, without limitation,
     investors that are members, shareholders, partners, affiliates or employees of Albert Bridge
...

Item 7: Types of Clients

 The Firm’s clients are the Master Fund and the Feeder Fund.

 Unless otherwise waived by Albert Bridge, the minimum initial capital contribution to the Fund
 for each investor is $5,000,000. An investor may make additional capital contributions to the Fund
 in smaller amounts.