Breyta Capital Partners LP

Item 5.     Fees and Compensation

        The following information describes how Breyta is compensated for the advisory services
provide to our Clients. The specific manner in which fees are charged and the compensation we
receive differs amongst Clients, depending upon the applicable Governing Documents. Breyta
may, in its sole discretion, waive or modify the Management Fee (as defined below) for Fund
investors who are members, partners, principals, employees or affiliates of the Firm or the General
Partner, relatives or entities of such persons, and for certain strategic and/or large investors.

        Breyta and/or the General Partner, as applicable, will generally receive asset-based
management fees (the “Management Fee”) and an annual performance allocation or fee
(described in Item 6, below) (the “Performance Fee”) when certain conditions are met while
managing the Fund. The Fund charges a management fee based on a percentage of the Fund’s
assets under management, up to 1.5% per annum. Management fees are charged quarterly, in
advance, are not refundable and are calculated based on each investor’s net asset value as of the
first day of each calendar quarter. The fees and allocations that will be charged to the investors are
more fully described in the applicable Governing Documents.

        For Fund investors, Breyta’s fund administrator will calculate and deduct the management
fee from each Fund investor’s capital account. Breyta instructs the fund administrator to send Fund
investors invoices detailing the advisory fees calculated and deducted from their account(s) when
those fees are charged. These notices describe the method used to calculate the fee, the amount of
the fee and the period covered by the fee. The Sub-Advisory Account is sent an invoice and
instructed to pay us directly.

Other Expenses

        The Fund shall be responsible for its investment and operating expenses, including, without
limitation, the following: (i) expenses related to the research, execution and monitoring of actual
and prospective investments (whether or not consummated) and the consummation of investments,
including, without limitation, the following: third-party investment sourcing fees; consulting fees;
expert fees; fees and expenses of and related to obtaining research, analytics and market data
(including, without limitation, third-party data sources and any information technology hardware,
software and data subscriptions or other technology incorporated into the cost of obtaining such
research and market data); due diligence expenses including, without limitation, consulting and
appraisal fees; investment- and research-related travel expenses; any outsourced trading provider
fees; brokerage and prime brokerage fees, commissions and expenses (including the costs of
negotiating, documenting and/or amending agreements with prime brokers, ISDAs and other
agreements with trading and financing counterparties); expenses relating to borrowing securities
to be sold short; clearing and settlement charges; custodial fees and expenses; bank service fees;
interest expenses and other borrowing costs; fees and expenses of proxy research and voting
services; broken deal expenses; fees and expenses of third-party professionals, including, without
limitation, consultants, investment bankers, attorneys, accountants and service providers who, in
each case, provide services to the Fund or provide services to the Firm, the General Partner or the
Principals (on matters that would not have arisen but for their respective advisory relationships
with the Fund); and expenses relating to engagement with a company irrespective of the outcome

of such engagement, such as shareholder and management communication, soliciting proxies,
hiring proxy advisory consultants, hosting shareholder forums, hiring public relations consultants
and proposing or nominating directors or executives, including sourcing, recruiting, standby and
indemnification and other expenses, regardless of whether the nomination is successful; (ii)
organizational fees and expenses and fees and expenses incurred in connection with the offering
and sale of the Interests, shares in the Offshore Feeder or any corresponding interests or shares of
additional feeder funds, including, without limitation, the following: the preparation and
amendment of the Governing Documents; fees and expenses of the Firm incurred in connection
with “world sky” matters and private placement regimes, including the European Alternative
Investment Fund Managers Directive, and Form D and blue sky and similar fees and expenses;
and expenses incurred in connection with negotiating, documenting and complying with
provisions of any side letter agreement with investors; (iii) operational expenses, including,
without limitation, the following: fees and expenses relating to information technology hardware,
software or other technology (including, without limitation, costs of software licensing,
implementation, data management and recovery services and custom development) used to
research investments, evaluate and manage risk, facilitate valuations, facilitate accounting
functions, facilitate compliance with the rules of any self-regulatory organization or applicable law
(including, without limitation, reporting obligations) in connection with the activities of the Fund,
and facilitate and manage the order execution of securities or otherwise manage the Fund (such as
portfolio management systems and order management systems); fees and expenses of third-party
risk management products, models and services; third-party administrative fees and expenses,
including fees and expenses of the administrator and any middle and/or back office service
provider; fees and expenses of third-party professionals, including, without limitation, consultants,
valuation service providers, attorneys, accountants and tax preparers; third-party audit and tax
...

Item 7.     Types of Clients

       The Firm provides investment management services to the Fund and Sub-Advisory
Account which are both exempt from registration under the Company Act. In the future, Breyta
may provide investment management services to other private pooled investment vehicles,
separately managed accounts and/or third-party sponsored private pooled investment vehicles.

       Interests in the Fund will only be offered to qualified individuals and entities that, at a
minimum, are (i) “accredited investors” as defined under Regulation D of the Securities Act of
1933, as amended and (ii) “qualified purchasers”, as defined under the Company Act.

        Details concerning applicable investor suitability criteria and minimum investment are set
forth in the applicable Governing Documents. The Firm will maintain discretion to accept less than
the minimum investment threshold specified in such documents.