Briarwood Chase Management LLC

Item 5: Fees and Compensation

Item 5.A.

Management Fee

Briarwood Capital Partners LP and Briarwood Capital (Offshore) Ltd., through the Master Fund, pays the
Adviser a quarterly fee equal to 0.375% (1.5% per annum) of the balance of each investor’s capital
account as of the beginning of each calendar quarter.

Dark Roast Capital LP, Metacolor Capital LP, Combined Ratio Partners LP, and Dreaming Spires
Partners LP pay the Adviser a quarterly fee equal to 0.125% (0.5% per annum) of the balance of each
investor’s capital account as of the beginning of each calendar quarter.

The management fees are generally not negotiable; however, the Adviser, in its sole discretion, may
waive or modify the fees for certain clients.

Performance-Based Compensation

The Adviser and/or its related parties, through Briarwood Capital Partners LP, are entitled to receive an
annual incentive allocation of 20% of the net gain allocated to each investor’s capital account subject to a
high-water mark and adjusted for deposits and withdrawals. Investors in Briarwood Capital (Offshore)
Ltd. have their incentive fee charged through the Master Fund.

The Adviser and/or its related parties through Dark Roast Capital LP and MetaColor Capital LP, are
entitled to receive a carried interest allocation of 20% of the net profits allocated to each investor’s capital
account after the return of capital, subject to an 8% preferred return and 50% catch up provision. The
Adviser and/or its related parties through Combined Ratio Partners LP and Dreaming Spires Partners LP,
are entitled to receive a carried interest allocation of 25% of the net profits allocated to each investor’s
capital account after the return of capital, subject to an 8% hurdle rate.

Other Compensation Arrangements

The Adviser and/or its related parties may enter into consulting arrangements in which the Adviser
provides research or recommendations related to one or a limited number of investments. These
arrangements are generally non-discretionary and advice is provided intermittently or infrequently related
to the identified investments. Generally, the Adviser will be entitled to a fixed consulting fee in addition
to performance-based compensation. The Adviser does not offer a standard fee schedule for these
arrangements, as a result, the details of these arrangements are subject to negotiation, and the details are
disclosed in each individual consulting agreement.

Item 5.B.

Briarwood will indirectly deduct management fees and incentive or carried interest allocations from the
Funds through the administrator.

Item 5.C.

In addition to management and incentive or carried interest allocations, the Funds shall bear all of their
operating and other costs and expenses described in their respective private placement memorandums,
including, without limitation, investment-related expenses (e.g., costs and expenses associated with the
investigation of investment opportunities (whether or not consummated), negotiating, financing,
sourcing, acquiring, holding, hedging, settling and disposing of its investments or proposed investments
and other transaction costs, including travel expenses, transaction fees, consulting, advisory, investment
banking, legal and other professional fees relating to investments or contemplated investments,
brokerage commissions, information-related expenses, clearing and settlement charges, custodial fees,
interest expenses, appraisal fees and expenses and certain expenses of the operations team as described
below), expenses incurred in collection of monies owed to the Funds, legal, auditing and accounting
expenses (including expenses associated with the preparation of Fund financial statements), tax costs
and expenses (including tax planning, preparations of tax returns and schedules K-1, and foreign and
FATCA-related documentation), insurance expenses (including directors’ and officers’ insurance, errors
and omissions insurance, “key man” life insurance and other similar policies), fees and expenses of the
Fund’s administrator, organizational expenses (not to exceed specific limitation described in each
Fund’s private placement memorandum), regulatory and compliance expenses (including expenses
associated with the preparation of Fund-related filings, such as Form PF, Form 13(f), Form CPO-PQR
and others), expenses relating to the ongoing offer and sale of interests and withdrawals and transfers
thereof, including printing and mailing costs, the management fee, any entity-level taxes, fees or other
governmental charges levied against the Funds or any special purpose vehicle, all litigation-related and
indemnification expenses, wind-up and liquidation expenses, extraordinary expenses and expenses
comparable to any of the foregoing.

Item 5.D.

The Funds will pay a quarterly management fee in advance as set forth in Item 5A above.

Item 5.E.

Not Applicable. Briarwood or its supervised persons are not compensated for the sale of securities or
other investment products, and mutual funds.

Item 7: Types of Clients

Briarwood provides discretionary investment management services to privately offered pooled investment
vehicles, as described in Item 4.B. Interests in Briarwood Capital Partners LP and Briarwood Capital
(Offshore) Ltd. will be offered to primarily high-net worth individuals and institutional investors who
qualify as “qualified purchasers” as defined in section 2(a)(51)(A) of the Investment Company Act of
1940, as amended. Interests in Dark Roast Capital LP, Metacolor Capital LP, Combined Ratio Partners
LP, and Dreaming Spires Partners LP will be offered primarily to high-net worth individuals and
institutional investors who qualify as “accredited investors” as such term is defined in Regulation D of the
Securities Act of 1933, as amended (the “Securities Act”) and as “qualified clients” under Rule 205-3 of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

The minimum investment required to invest in Briarwood Capital Partners LP and Briarwood Capital
(Offshore) Ltd. is $1 million, and in Dark Roast Capital LP, Metacolor Capital LP, Combined Ratio
Partners LP, and Dreaming Spires Partners LP, it is $5 million. The Adviser, in its sole discretion, may
waive or reduce the minimum investment amount in certain circumstances. The respective minimum
subsequent subscription amounts required by investors in the Fund are detailed within the offering
memorandum.