Albright Capital Management LP

ITEM 5 – FEES AND COMPENSATION

Fee Schedule – Fund Clients. The Adviser charges the Funds a management fee (the “Management
Fee”). The Adviser also is entitled to a performance-based allocation (the “Carried Interest Allocation”)
of the Funds’ profits as described in more detail under Item 6 below.

In general, the Management Fee generally is equal on an annual basis up to 2.00% of the value of each
investor’s commitment and, after the investment period of a Fund has concluded, on a stepped down basis
equal to the cost basis of investment in the Fund, less any write-offs or write-downs, but may be subject
to a minimum. Investors that participate in the initial closing of subscriptions for a Fund or meet certain
threshold investment amounts may be eligible for a reduced Management Fee percentage. The
Management Fee is payable quarterly in advance as of the first day of each calendar quarter. A pro rata
Management Fee is assessed on any investments by an investor made as of a date other than the first day
of the calendar quarter.

The Adviser may, in its sole discretion, waive all or a portion of the Management Fee or Carried Interest
Allocation (described below in Item 6) or, as agreed to by the investor, charge a Management Fee or
Carried Interest Allocation that is lower than, or otherwise on different terms than, those described above.
The criteria upon which the Adviser may base its decision to charge a lower or different fee include,
without limitation, initial capital contribution amounts, timing of closing in the Fund (first closing versus
subsequent closings), and, in the case of Special Purpose Funds, due to the concentrated profile of the
investment. Without limiting the foregoing, the Adviser may waive fees and/or allocations or charge
lower fees and/or allocations to its members, employees, affiliates and their family members.

A more complete description of the fees to be paid to the Adviser in connection with an investment in a
Fund is set forth in the applicable Fund Documentation, which are made available to each prospective
investor before, or by the time of, any investment in a Fund. The foregoing description of a Fund’s fees is
qualified in its entirety by reference to the applicable Fund Documentation. It is possible that lower
investment advisory fees may be available from other sources.

Fees and Expenses of Special Purpose Funds. The fees and expenses of each Special Purpose Fund will
be determined at the time such Fund is established as set forth in the Fund Documentation applicable to
such Special Purpose Fund. It is anticipated that the Adviser will charge each Special Purpose Fund an
asset-based management fee and a performance-based fee or allocation. In addition, each Special Purpose
Fund generally will bear all of its own organizational and operating expenses in accordance with the Fund
Documentation applicable to such Special Purpose Fund.

Investment Management Agreements. Prior to engaging the Adviser to provide investment management
services, each Fund must enter into a written agreement with the Adviser (an “Investment Management
Agreement”) setting forth the terms and conditions of the engagement, including the management fee or
other fee arrangements, and describing the scope of the services to be provided. Investors in a Fund do
not enter into an Investment Management Agreement with the Adviser. Rather, such investors must
complete the applicable Fund’s subscription documents. The Investment Management Agreement

between the Adviser and each Fund may be terminated by either party upon 60 days’ written notice to the
other party (or such other notice period as agreed by the parties).

Brokerage & Custodial Fees and Expenses. In addition to entering into an Investment Management
Agreement, each Fund must enter into one or more separate written agreements for brokerage and
custodial services with a broker-dealer or such other qualified custodian (as provided in Advisers Act
Rule 206(4)-2) recommended by the Adviser or with a broker-dealer or other qualified custodian as
chosen by the Client. Separate from and in addition to any fees payable or allocations to be made to the
Adviser, each Fund will incur brokerage commissions and/or transaction fees from broker-dealers for
effecting certain securities transactions and may incur certain charges imposed by third parties such as
custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic
fund fees, and other fees and taxes on brokerage accounts and securities transactions, none of which are
payable to the Adviser.

Item 12 further describes the factors that Adviser considers in selecting or recommending broker-dealers
for client transactions and determining the reasonableness of their compensation (e.g., commissions).

Other Expenses of the Funds. In addition to the Management Fee, the Carried Interest Allocation, and
the brokerage and custodial fees describe above, each Fund bears its own investment and operational
expenses including (without limitation): organizational and offering expenses (including legal, travel,
accounting, filing and similar out-of-pocket expenses) incurred in the formation of such Fund through the
final closing date; legal, auditing, accounting (third party administration), valuation, investment banking,
consulting, finder’s, custody, transfer, registration, registered office or other similar fees and expenses;
expenses associated with the Fund’s tax returns, special meetings of the investors and the advisory
committee; expenses incurred in connection with any permitted financing; expenses associated with out-
sourcing certain financial and accounting services; costs of financial statements and other reports
(including K-1s) to and other communications with investors, as well as costs of all governmental and
regulatory returns, reports and filings; due diligence and travel expenses associated with the Fund’s
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ITEM 7 – TYPES OF CLIENTS

The Adviser currently provides advice solely to the Funds.

The Adviser generally requires that all investors in the Funds are “accredited investors” as defined in
Regulation D under the Securities Act of 1933 and “qualified purchasers” or “knowledgeable employees”,
each as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
The minimum initial investment in any Fund is generally $5,000,000. The Adviser, in its sole discretion,
may accept investments from Fund investors in lesser amounts based upon certain criteria including, but
not limited to, anticipated future earning capacity or anticipated future additional assets, the nature of the
prospective investor, or pre-existing relationships. The Adviser may aggregate the investments in a Fund
made by family members to meet the minimum investment amount.