Empirical Capital Management LLC

Item 5       Fees and Compensation
A. DESCRIPTION OF FEES

   Empirical may tailor fee arrangements to fit client objectives. Fees are negotiable on a
   client-by-client basis.
1. Asset Management
   Unless otherwise described below or negotiated with a specific client, Empirical charges
   advisory fees based on assets under management. For the Empirical Capital Partners, L.P.
   private fund Empirical will charge a management fee of 1.0% per year, charged quarterly
   (0.25%) and a performance or incentive fee of up to 20.0% per year once a 4% trigger
   has been reached. For the Empirical Capital Secular Growth Fund, L.P. private fund
   Empirical will charge a management fee of 1.50% per year, charged quarterly (0.375%)
   and a performance or incentive fee of up to 20.0% per year once a 4% trigger has been
   reached.

   Empirical’s fees are exclusive of brokerage commissions, external sub-advisor/manager
   fees, custodial fees, transaction fees, and other related costs and expenses, which are
   incurred by the client.

   Empirical may at its sole discretion negotiate or waive stated fees on a client by client
   basis.

B. BILLING PROCEDURES
   The advisory fees are generally payable on a quarterly basis and in accordance with
   the terms agreed upon by Empirical and each respective client.
   All fees paid to Empirical are separate and distinct from other fees charged by third party
   sub-advisors or funds to their shareholders. Fees and expenses paid by shareholders in
   the fund are described in each Fund’s prospectus. These fees will generally include a
   management fee, other fund expenses, and a possible distribution fee and/or
   performance fee.

C. OTHER COMPENSATION
   Neither the Firm nor its principals accept compensation for the sale of securities or
   other investment products, including asset-based sales charges or service fees from the
   sale of mutual funds.

Item 7        Types of Clients

   Empirical provides discretionary advisory services to two private funds, Empirical
   Capital Partners, L.P. and Empirical Capital Secular Growth Fund, L.P.