Greenbrier Partners Capital Management LLC

FEES AND COMPENSATION

Fees

Our Firm does not charge an asset-based management fee and is not paid any compensation in exchange
for our services to the Fund. As described below, all expenses incurred in connection with the operation of
the Fund are paid directly or indirectly by the Fund (and, therefore, by investors in the Fund).

Expenses

The Fund bears the operating and overhead expenses of both the Fund’s general partner, Greenbrier Partners
GP, LP, as well as the investment manager. These expenses are generally paid by the Fund as they are
incurred and shall not exceed 0.5% per annum of the Fund’s capital at the time of payment. The Fund’s
expenses vary with the size and scope of the Fund and may include but are not limited to:

                                                                           Part 2A of Form ADV: Brochure
                                                           GREENBRIER PARTNERS CAPITAL MANAGEMENT, LLC

    ●   General overhead expenses, such as salaries, expenses related to maintaining offices, technology
        and computer-related expenses;
    ●   Investment expenses reasonably determined to be directly or indirectly related to the Fund’s
        investment activities, including all brokerage commissions, fees, and charges;
    ●   Legal, audit, tax, registration, compliance, and regulatory filing fees;
    ●   Governmental charges, taxes and duties;
    ●   Proxies;
    ●   Research tools and data subscriptions used in monitoring the portfolio and evaluating prospective
        investments;
    ●   Certain other third-party expenses directly related to the administration of the Fund; and
    ●   All other administrative and operating expenses, including generating and mailing capital account
        statements or any other communications sent by our Firm on behalf of the Fund.

Under certain limited circumstances and as permitted by law, the Fund may use “soft dollars” to pay for
these costs. Our soft dollar practices are discussed under the section entitled “Brokerage Practices.”

We may choose to absorb some of the expenses we describe above on behalf of our client. In addition, the
fees and expenses we have enumerated above may not contemplate every type of fee or expense our client
may incur.

None of our employees receive (directly or indirectly) any compensation for the sale of securities or other
investment products.

Please refer to the item directly below, Performance-Based Fees and Side-by-Side Management, for a
description of the performance-based compensation received by the Firm.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

TYPES OF CLIENTS

Description

We currently provide investment advisory and management services to private investment funds. To date,
Greenbrier Partners, Ltd. (the “Fund”) is our sole advisory client.

Current and potential investors in the Fund include high net worth individuals, individual retirement plans,
private investment funds, pensions, corporations, and limited partnerships wishing to invest in accordance
with the Fund’s investment objective.

Account Requirements

The Fund generally requires a minimum investment of $1 million. The general partner of the Fund may,
in its sole discretion, waive any such minimums.

Investors in the Fund must meet the requirements for “accredited investors” as such term is defined in Rule
501 of Regulation D under the Securities Act of 1933 and “qualified clients”, and, in some cases may also
be required to be “qualified purchasers” under the Investment Company Act of 1940. Accredited investors
are generally (i) individuals with $1,000,000 of net worth (excluding their primary residence) or who have
made $200,000 in each of the two previous years (or $300,000 joint income with one’s spouse); (ii)
directors, executive officers, or the general partner of the fund or of a general partner of the fund’s general
partner, or any natural person who is a “knowledgeable employee” of the fund; (iii) any natural person who
holds one or more professional certifications, designations or credentials as the SEC has designated as
qualifying an individual for accredited investor status; (iv) other investment advisers, broker-dealers and
certain other financial industry investors; (v) an entity with total assets in excess of $5 million that was not
formed for the specific purpose of acquiring the securities offered; or (vi) an entity in which all of the equity
owners are accredited investors. Qualified clients are individuals or entities with over $2,200,000 of net
worth (excluding the value of the individual’s primary residence) or who placed at least $1,100,000 under
the Firm’s management, at the time that the individual became an investor in one of the Firm’s Funds. Non-
U.S. investors are not subject to any particular wealth requirements.

                                                                            Part 2A of Form ADV: Brochure
                                                            GREENBRIER PARTNERS CAPITAL MANAGEMENT, LLC

METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS

Methods of Analysis and Investment Strategies

The Fund’s investment objective is to protect and grow capital in a tax-efficient, inflation-adjusted manner
over time.

We currently utilize a single investment strategy when managing the Fund’s investments which is
constructing and maintaining a concentrated, long-only portfolio that emphasizes owning securities that we
believe are undervalued. The Fund’s portfolio is primarily invested in ten to twenty publicly-traded U.S.
equities, and its composition is not bound by industry-weightings or individual position size constraints.

Our investment process focuses on selecting stocks within compelling themes. We primarily seek to
identify and purchase shares of what we consider to be quality, well-managed companies trading at
attractive valuations. Idea generation and stock selection are driven by the investment team. Our investment
team assists Ms. Beecherl in all aspects of the investment process including fundamental research-driven
analysis.

We maintain a long-term investment horizon and do not attempt to time the market. We will sell a stock if:
(a) the original investment thesis no longer holds; (b) the stock becomes extremely over-valued; or (c) we
identify a much more compelling opportunity.

Risk Factors

We actively seek to manage the Fund’s investments within what we believe to be acceptable risk
parameters. However, it is not possible to successfully identify and fully mitigate all of the risks associated
with investing. Any investment includes the risk of losing capital, and there can be no assurance of future
performance. We do not guarantee the success of any investment strategy, decision or management process
or that any particular level of performance will be achieved. Investment decisions made for the Fund are
subject to various market, currency, economic, political and business risks, and those investment decisions
will not always be profitable.

Investors are reminded that investing in any security entails risk of loss which they should be willing to
bear. More specifically, these risks are detailed in our offering materials and include (but are not limited
to):

General Market and Economic Risk. The profitability of the Fund depends, in significant part, upon our
correctly assessing future price movements of securities. The Fund cannot assure any investor that we will
accurately predict these price movements. Additionally, unanticipated illiquidity in a market could lead to
substantial losses or mean that the Fund is unable to close out certain positions when it wishes. The success
of the Fund’s activities also will be affected by general economic and market conditions, such as interest
rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating
to taxation of the Fund’s investments) or regulations (or their interpretation), trade barriers, currency
exchange controls, and national and international political circumstances (including wars, terrorist acts or
security operations). These factors will affect the level and volatility of the prices of securities and other
financial instruments and the liquidity of the Fund’s investments. Illiquidity or significant changes in
volatility could impair the Fund’s profitability or result in losses.

                                                                            Part 2A of Form ADV: Brochure
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