Greenlight Masters LLC

Item 5.        Fees and Compensation

Management Fee and Performance Allocation

     We receive from the Masters Funds quarterly investment management fees (the
“Management Fee”) at an annual rate equal to:

       (a)     1% (0.25% per quarter) of the net value of each investor’s capital attributable to
               investments in Unaffiliated Funds; and

       (b)     1.5% (0.375% per quarter) of each investor’s capital attributable to the net asset
               value of Direct Investments.

       There is no Management Fee for investments in the Greenlight Capital Funds. However,
the Masters Funds bear the standard management fees payable by investors in the Greenlight
Capital Funds (generally an annual rate of 1.5% of net asset value).

         The Management Fee is valued and payable as of the beginning of each quarter. The
Management Fee for capital contributions made, or shares purchased, during a calendar quarter
will be charged pro rata for the number of days remaining in such quarter. The Management Fee
is also adjusted for withdrawals or redemptions within a calendar quarter, if permitted by the
Masters Funds.

       In consideration for the Management Fee, we provide certain administrative services to
the Masters Funds, including, but not limited to, providing office space, furniture and utilities,
computer equipment and services, and secretarial, clerical and other personnel. The Management
Fee may exceed or may be less than the expenses borne by us on behalf of the Masters Funds.

       GMGP receives from the Masters Funds an annual performance allocation (the
“Performance Allocation”) generally equal to:

       (a)     10% of the increase in the value of each investor’s investment attributable to
               investments in Unaffiliated Funds (such increase in value being the “Outside
               Profits”); and

       (b)     20% of the increase in the value of each investor’s investment attributable to
               Direct Investments (such increase in value being the “Direct Profits”);

subject to a “High Water Mark” and the “Adjustment” as described below.

        GMGP does not receive any Performance Allocation from the Masters Funds with
respect to profits from investments by the Masters Funds in the Greenlight Capital Funds.
However, the Masters Funds are subject to the standard performance allocation allocated by the
Greenlight Capital Funds (generally 20% or 10% if the Masters Funds are recovering their
modified high water mark in the Greenlight Capital Funds).

        The Performance Allocation generally will be allocated to GMGP at the end of each
fiscal year and immediately prior to withdrawals occurring prior to the end of any fiscal year.

        For purposes of calculating the Performance Allocation with respect to an investor’s
investment for a fiscal period, if the Masters Funds experience losses with respect to their
investments for such period, such losses will be subtracted, first from the Direct Profits, if any,
and, to the extent such deficit exceeds the Direct Profits, second, from the Outside Profits, if any
(any such subtraction being the “Adjustment”).

        If at any time a loss occurs that results in the value of an investor’s capital being less than
the highest value of such investor’s capital at the commencement of any fiscal year since such
investor’s admission to the Masters Funds, or the initial amount of capital contributed by such
investor to the Masters Funds (the “High Water Mark”), then no Performance Allocation shall
be allocated with respect to such investor’s capital until such time as the value of such investor’s
capital (gross of the Performance Allocation but net of all fees) is equal to the High Water Mark.

        After such investor’s capital reaches the High Water Mark, the Performance Allocation
will once again apply to Outside Profits and Direct Profits allocated to such investor’s capital;
provided, however, that in the fiscal period in which the High Water Mark for such investor’s
capital is reached, the portion of the Outside Profits and Direct Profits allocated to such
investor’s capital that cause it to reach the High Water Mark will not be subject to a Performance
Allocation (the “Excluded Profits”). For purposes of determining the Performance Allocation,
the Excluded Profits will first be deducted from the Direct Profits, and to the extent the Excluded
Profits exceed the Direct Profits, the remaining Excluded Profits will be deducted from the
Outside Profits. For example, assume that an investor’s capital has a value of $100,000, a High
Water Mark of $150,000, and has $30,000 of Direct Profits and $40,000 of Outside Profits
allocated to it. In such a case, the Excluded Profits would be $50,000 ($150,000 minus
$100,000), the entire $30,000 of Direct Profits, and $20,000 of Outside Profits, would not be
subject to the Performance Allocation and the remaining $20,000 of Outside Profits would be
subject to the Performance Allocation.

        The Management Fee and the Performance Allocation may be waived, reduced or rebated
for any investor, including, without limitation, for investments we or our affiliates make and/or
for investments made by our employees and their family members.

Expenses

         The Masters Funds pay, whether directly or through reimbursement of us and our
affiliates, all costs and expenses related to its investments and operations, including each Masters
Fund’s pro rata share of such costs and expenses incurred, which costs and expenses include,
without limitation, brokerage and other transaction costs, data fees, clearing and settlement

charges, outsourced trading service expenses, trade break fees, research (including research-
related travel expenses incurred with respect to specific potential or existing investments) and
brokerage products and services (including market data terminals, risk management services and
...

Item 7.        Types of Clients

       We provide investment advisory services to the Masters Funds. We may in the future
provide investment advisory services to additional clients including, but not limited to, other
pooled investment vehicles, corporations, trusts, institutions, high net worth individuals,
investment companies, pension plans, sovereign wealth funds, family offices, foundations and
endowments.

      For a further discussion of these and related items, see Item 4 (Advisory Business) and