Barington Companies Investors LLC

FEES AND COMPENSATION

A.     Compensation for Advisory Services.

       The specific manner and amounts in which the Adviser and its affiliates charge fees to the
relevant Client is established and described in greater detail in the Governing Documents of such
Client. The fees payable by any future Co-Investors or Managed Accounts will be negotiated
with each Client individually, and the Adviser may charge different fees to different Client
accounts.

       The Relying Adviser receives a management fee (the “Management Fee”) from the Fund,
paid in advance, at the beginning of each calendar quarter from the assets of the Fund.
Management Fees vary based upon the class of interests held by each investor, with classes that
include a lockup period having lower Management Fees.

       The Adviser receives an annual incentive fee from the Fund of the amount of aggregate
appreciation in each Investor’s capital account (the “Performance Allocation”), subject to a loss
carryforward provision which is designed to ensure that an investor recoups any prior losses before
a Performance Allocation is charged (a so-called “high watermark” provision). Performance
Allocations vary based upon the class of interests held by each Investor, with classes with
investment terms that include a lockup period having lower Performance Allocations.

        The Adviser, as the general partner of the Fund, may from time to time, in its sole
discretion, waive a portion of the fees attributable to limited partners making significant
investments in the Fund. Certain Investors in the Fund, which are affiliates or employees of
Barington, do not pay management or performance-based fees on their investment in the Fund.
Such Investors do pay their pro rata share of expenses, as described below in C. Additional Fees
and Expenses.

     INVESTORS ARE REFERRED TO THE FUND’S OFFERING MEMORANDUM
AND LIMITED PARTNERSHIP AGREEMENT FOR A MORE COMPLETE DESCRIPTION
REGARDING THE PAYMENT OF FEES. THE INFORMATION CONTAINED IN THIS
ITEM 5 IS A SUMMARY ONLY AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE FUND’S OFFERING DOCUMENTS.

        With respect to any Co-Investors and Managed Accounts, the Adviser will entitled to
receive a performance fee from such Clients. The performance fee will typically be payable to the
Adviser either on an annual basis (in which case it is subject to a loss carryforward provision) or
upon the sale, transfer or disposition of the underlying investment(s). The Adviser may also be
entitled to receive a management fee.

     THE INFORMATION CONTAINED IN THIS ITEM 5 IS A SUMMARY ONLY AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RELEVEANT
INVESTMENT ADVISORY AGREEMENT.

B.     Payment of Fees.

        Fees payable to the Adviser or the Relying Adviser by the Fund are deducted from the
assets of the Fund. Management Fees are calculated by the Fund’s independent administrator and
are deducted from the Fund on a quarterly basis in advance with the authorization of the Fund’s
general partner and the independent administrator. Performance Allocations are similarly
calculated by the Fund’s independent administrator and are deducted on an annual basis as of the
last day of each fiscal year, subject to the Fund’s loss carryforward provision.

     INVESTORS ARE REFERRED TO THE FUND’S OFFERING MEMORANDUM
AND LIMITED PARTNERSHIP AGREEMENT FOR A MORE COMPLETE DESCRIPTION
REGARDING THE PAYMENT OF FEES. THE INFORMATION CONTAINED IN THIS
ITEM 5 IS A SUMMARY ONLY AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE FUND’S OFFERING DOCUMENTS.

       With respect to any Co-Investors, performance fees will be billed to and paid by the Co-
Investors either on an annual basis or upon the sale, transfer or disposition of a co-investment.
Management fees will be billed to and paid by the Co-Investors on a quarterly basis. With respect
to Managed Accounts, performance fees will be billed to and paid by the Client on an annual basis
and management fees will be billed to and paid by the Client on a quarterly basis. Such fees are
not deducted from the Managed Account.

C.     Additional Fees and Expenses.

         Barington is responsible for all ordinary expenses related to the provision of its services to
the Fund. The Fund is responsible for all of its own costs and expenses, including, but not limited
to, the following: (i) the costs and expenses of organizing and any restructuring of the Fund and
offering of interests in the Fund (excluding any placement fees); (ii) all unreimbursed costs and
expenses related to the implementation of activist investment strategies and consummated or
unconsummated investments and transactions, including, but not limited to, outside professional
fees (such as, by way of example, legal fees and fees and expenses of proxy advisors, public
relations firms and other third party consultants, advisors and service providers); due diligence,
travel, lodging, meals and related expenses; compensation to agents of the Fund; and associated
regulatory filings; and (iii) the Fund’s operating and administrative costs, including, but not limited
to, brokerage commissions and other charges for transactions in securities and other instruments;
the fees and expenses of the Fund’s independent administrator; custodial fees and expenses; tax
return preparation; legal fees and expenses; outside auditing and accounting services; and all
extraordinary expenses. Barington does not receive any portion of these fees and expenses and
does not receive a brokerage commission attributable to the purchase or sale of any security for
the Fund. The Adviser may, in its sole discretion, waive the right to be reimbursed for any of the
foregoing expenses for any time period. Complete details of expenses paid by the Fund are
described in the Offering Memorandum.

        The Adviser will generally be responsible for its expenses incurred in connection with the
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TYPES OF CLIENTS

       The Adviser currently provides discretionary investment advisory services to a private
investment fund.

        Investors in the Fund include high net worth individuals, family offices, corporations,
business entities, defined contribution plans, affiliates of Barington and employees of Barington.
Each Investor in the Fund must meet the eligibility provisions as outlined in the Fund’s offering
documents, including a minimum initial investment of $1 million (which may be waived in the
discretion of the Adviser).

        Barington may provide similar or different advisory services to additional clients in the
future, including, without limitation, other private funds and other types of clients.