Brizo Capital LP

Item 5 - Fees and Compensation

Fees with respect to the Fund

As compensation for investment advisory services rendered to the Fund, Brizo receives a
management fee from the Fund, as further described in the Fund’s offering documents (the
“Management Fee”) and as described generally below.

With respect to each limited partner in the Fund (each, a “Limited Partner”), Brizo will receive
a Management Fee that is calculated quarterly in advance as of the close of business on the
first day of the calendar quarter in an amount equal to a specified percentage per annum (the
“Management Fee Percentage”) of the net asset value of the Limited Partner’s closing Capital
Account (as defined in the Fund’s offering documents) balance for such quarter. The
Management Fee Percentage applicable to a Limited Partner’s Capital Account for a calendar
quarter will be a blended rate that is determined based on the Series of Interests owned by
the Limited Partner and the value of the net assets of the Fund (excluding net assets
attributable to investments made by the members, principals, employees or affiliates of the
General Partner, Brizo or their respective affiliates, relatives or entities of such persons, in
each case that are not subject to a Management Fee) measured as of the first day of such
calendar quarter, and will be prorated for any partial quarterly period, in accordance with
the schedules below.

                                    Founder’s Interests

   Net Assets                                           Management Fee rate

   First $150 million (i.e., $0 to $100 million)        0.3125% (i.e., 1.25% per annum)

    Remaining net assets (i.e., in excess of $150        0.1875% (i.e., 0.75% per annum)
    million)

                                      Regular Interests

    Net Assets                                            Management Fee rate

    First $300 million (i.e., $0 to $300 million)         0.375% (i.e., 1.5% per annum)

    Remaining net assets (i.e., in excess of $300         0.25% (i.e., 1.0% per annum)
    million)

The Management Fee is paid within 30 days after the first day of each calendar quarter. The
Management Fee is generally subject to waiver or reduction by Brizo and the General Partner
in their sole discretion. This fee structure may be modified from time to time.

In addition, the Fund is responsible for all costs and expenses incurred in connection with its
offering and organization (including legal and accounting fees and expenses). The Fund also
will bear all of its operating expenses, including, without limitation, the Management Fee; fees
of the Fund’s independent auditors, accountants, administrator and custodial fees; fees for
the maintenance of the Fund’s books and accounts, including fees of any separate accountants
retained for the Fund; fees of the Fund’s legal counsel (including, without limitation, litigation
fees of the Fund); registration and licensing fees; fees, costs, and expenses related to the
sourcing, evaluation, purchasing, holding, and sale of investments; taxes (including
withholding and transfer taxes); preparation and distribution of Limited Partners’ reports
and other communications with Limited Partners and the public; expenses for ongoing
Limited Partner support, including, but not limited to, visits to Limited Partners and periodic
meetings of one or more of the Limited Partners; and professional fees of consultants
incurred in connection with the operations of the Fund; insurance costs; costs of Fund
borrowing facilities, including origination expense, legal and compliance fees, and interest;
and other costs reasonably related to the operation of the Fund. Notwithstanding the
foregoing, Brizo or the General Partner may negotiate or set a Management Fee different from
the foregoing with respect to the Fund. Additionally, please see Item 6 – Performance-Based
Fees and Side-By-Side Management below for information regarding the “Incentive
Allocation” that the Fund may pay.

When Brizo utilizes the services of broker-dealers for transaction-related services for the
Fund, the Fund will incur brokerage and other transaction costs. For additional information
regarding brokerage practices, please see Item 12 – Brokerage Practices below.

Fees with respect to the SMA

As full compensation for its services under the SMA Agreement, Brizo shall be paid quarterly

a fee of up to one quarter of an annual rate of 1.00% as further described in the SMA
Agreement, based on the asset value of the SMA less the value of any SMA assets invested in
the Fund (the “Account Carve Out”) (as further described below) and after reduction for all
paid and accrued expenses. Fees will be calculated in arrears. If Brizo shall serve for less than
the whole of any quarter, its compensation shall be determined as provided above on the
basis of the value of the assets in the SMA less any SMA Carve Out as of the end of the date of
termination and shall be payable on a pro rata basis for the period of the quarter for which it
served as investment adviser. The SMA shall direct the custodian automatically to charge to
the SMA and pay directly to Brizo all of Brizo’s fees upon the custodian’s receipt of an invoice
from Brizo.

Benjamin Isaac, the principal owner of Brizo, is also the manager of certain of the SMAs. Brizo
may recommend an investment in the Fund to certain SMA clients, including those for which
Mr. Isaac serves as manager. The relationship between Brizo and SMA clients may create a
conflict of interest, because Brizo may be incentivized to recommend an investment in the
Fund in order to generate management fees for itself as well as a performance allocation for
the Fund’s General Partner, its related person. However, to help mitigate against this conflict
of interest, SMA clients of Brizo will not pay fees to Brizo with respect to assets invested in
the Fund. Instead, with respect to assets invested in the Fund, clients of Brizo will pay only
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Item 7 - Types of Clients

Brizo’s Clients (and Investors therein) may include endowments, sovereign wealth funds,
public or private pensions, foundations, institutions, high net worth individuals and the Fund.
Brizo does not provide investment advice individually to the Investors of the Fund.

Interests in the Fund are offered pursuant to applicable exemptions from registration under
the Securities Act and the 1940 Act. Permitted Investors in the Fund may include high net
worth individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates,
charitable organizations and other business entities.

The minimum investment requirement for the Fund is $2,000,000. However, the General
Partner of the Fund, in its sole discretion, may permit investments that are less than the
required minimum investment requirement. In addition, legal eligibility requirements must
be met to invest in the Fund.

Minimum account sizes for separate other Client accounts vary depending on the type of
investment advisory services to be performed and in certain circumstances may be
negotiable. Separate Client account investment advisory services are generally available to
individuals and institutional accounts with a minimum account size of $10 million.