Bleecker Street Capital Management LLC

ITEM 5        FEES AND COMPENSATION

A. DESCRIPTION AND BILLING

Bleecker Street Partners LP: BSCM receives compensation in the form of management fees
(the “Management Fee”), payable quarterly in advance, as of the first day of each fiscal
quarter, of the net asset value of each capital account of such Limited Partner as of the
beginning of such calendar quarter. The Firm deducts its fees automatically from each
Limited Partner’s capital account balance pursuant to the fee structure agreed upon between
the Limited Partner and the Fund as detailed in the Fund’s Offering Documents. The
Management Fee is 1.5% per annum and calculated by dividing ¼ by the applicable
Management Fee percentage of the net asset value of each Capital Account, as of the first day
of such quarter.
Bleecker Street Minerva LP: The Fund is currently offering multiple classes of Limited
Partner interests (“Class of Interests”) pursuant to the Fund’s Offering Documents. The
Firm receives compensation in the form of management fees (the “Management Fee”),
payable quarterly in advance, as of the first day of each fiscal quarter, of the net asset value
of each capital account of such Class of Interest as of the beginning of such calendar quarter.
Class A has a management Fee of .50% per annum and Class B has a management fee of 0%
per annum. The Management Fee is calculated by dividing ¼ by the applicable
Management Fee percentage for each Class of the net asset value of each Capital Account of
such Class, as of the beginning of such quarter. Class B Management Fee may be calculated,
the earlier of, (i) the close of the fiscal quarter or (ii) within 30 days following the
liquidation of the Fund’s then short position and any associated hedging positions.
A pro rata portion of the Management Fee will be paid out of any subscriptions made by
new or existing Limited Partners on any date that does not fall on the first day of a calendar
quarter, based on the actual number of days remaining in such partial quarter. The Firm
may also in its sole discretion elect to waive or reduce any accrued Management Fee with
respect to certain Limited Partners.

B. OTHER FEES AND PAYMENTS

The Funds shall pay for all ordinary operating and other expenses, including, but not
limited to, legal, accounting, auditing and other professional expenses, fees paid to an
administrator and other administration expenses, the Management Fee, research expenses
including expenses relating to external consultants, software expenses (limited to risk
management, investment analysis, portfolio accounting and related software), website
development and maintenance expenses, expenses related to the public promotion of
research involving investment theses or ideas, marketing or short activist campaign
expenses, and investment expenses such as commissions, interest on margin accounts and
other indebtedness, custodial fees, bank service fees and other expenses related to the
purchase, sale or transmittal of Fund assets, and other similar expenses related to the Fund,

as the General Partner determines in its sole discretion. Please see each Fund’s Offering
Documents for a complete description of fees and expenses.

C. REFUND AND TERMINATION POLICY
Bleecker Street Minerva LP: If a Limited Partner makes a withdrawal at any time other than
at the end of a quarter, no part of the Management Fee will be refunded in the event that a
Class A Limited Partner withdraws, whether voluntarily or involuntarily, all or any of the
value in such Class A Limited Partner’s capital account during any fiscal quarter. Each Class
A Limited Partner may withdraw all or a portion of such Limited Partner’s capital account
balance as of the last business day of any calendar quarter upon not less than 30 days prior
written notice to the Administrator. A partial withdrawal by a Class A Limited Partner will
only be permitted if immediately after such withdrawal, the remaining balance of the
Limited Partner’s capital account is at least equal to the lesser of the initial investment of
the Limited Partner in the Fund or $250,000. The Firm may, in its sole discretion, reduce,
waive or rebate all of or a portion of the Management Fee with respect to Class A Limited
Partners.
Subject to the audit and legal expense holdback below, the balance of Class B Limited
Partner Capital Account will be distributed to such Class B Limited Partner within 30 days
following the liquidation of the Fund’s then short position and any associated hedging
positions.
Any distributions of capital to a Limited Partner that constitutes together prior
distributions and withdrawals within any fiscal year, less than 98% of the value of such
Limited Partner’s capital account will be paid within thirty days after the applicable
withdrawal date. The balance of the amount payable upon such withdrawal will be paid,
without interest, within 30 days after completion of the audited financial statements for the
fiscal year in which the withdrawal occurs. In addition, an amount equal to 5% of each
withdrawal or distribution will be retained by the Fund for 12 months from the date of such
withdrawal or distribution and held in reserve for payment of legal expenses, liabilities and
indemnifications associated with a short position to which such Limited Partner was
allocated while a Limited Partner of the Fund. In the event the legal expense holdback is
not utilized or only partially utilized, any remainder of such legal expense holdback will be
distributed to such Limited Partner 12 months after the withdrawal or distribution giving
rise to such holdback.
Bleecker Street Partners LP: If a Limited Partner makes a withdrawal at any time other than
at the end of a quarter, no part of the Management Fee will be refunded in the event that a
Limited Partner withdraws, whether voluntarily or involuntarily, all or any of the value in
such Limited Partner’s capital account during any fiscal quarter. Each Limited Partner will
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ITEM 7        TYPES OF CLIENTS

A. TYPES OF CLIENTS

The Firm’s advisory clients include domestic funds that are exempt from registration under
the Investment Company Act of 1940, as amended. Interests in the Funds are being offered
under the 3(c)(1) exemption of the Investment Company Act for investment by up to one
hundred (100) persons who are “accredited investors” as defined in Rule 501(a) of
Regulation D under the Securities Act. The Interests will not be registered under the
Securities Act or the securities laws of any state.

B. CONDITIONS FOR ACCOUNT MANAGEMENT

Bleecker Street Minerva LP and Bleecker Street Partners LP: The Firm generally requires
Limited Partners in the Funds to commit $1,000,000 as a minimum initial investment,
The above is subject to the General Partner’s sole discretion to accept subscriptions for
lesser amounts.