Makaira Partners LLC

Item 5.        Fees and Compensation

Makaira’s compensation is negotiable and varies, but typically it charges an annual fee of 0.5% to
1% of assets under management, which amount is payable either monthly or quarterly at the
beginning of each period, as applicable, based on the net market value of each client’s account on
the date the fee accrues and becomes payable. Makaira also typically is entitled, from each investor
in a Fund, an incentive allocation based on a percentage of, as set forth in the applicable client’s
partnership or other account agreement, the amount by which net profits or net losses (including
both realized and unrealized gains and losses) otherwise allocable to such investor exceed the
performance of the S&P 500 Total Return Index. Incentive allocations and fees are assessed only
to the extent that cumulative net losses previously allocated to or incurred by investors and clients
have been offset by subsequent net profits, and to the extent that any cumulative underperformance
of the benchmark has been made up by subsequent overperformance. Incentive allocations are
assessed in arrears on an annual basis, and upon withdrawals from client accounts. Makaira
complies with Rule 205-3 under the Investment Advisers Act of 1940, to the extent required by
applicable law. Incentive allocations and fees may create an incentive for Makaira to make more
risky and speculative investments than it would otherwise make.

Makaira deducts fees directly from the Funds.

Makaira believes that its fees are competitive with fees charged by other investment advisers for
comparable services. Comparable services may be available, however, from other sources for
lower fees.

The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject
to the Employee Retirement Income Security Act of 1974 and that invests in an investment limited
partnership of which Makaira is general partner, to use the “alternative reporting option” to report
Makaira’s compensation as “eligible indirect compensation” on the Schedule C of the plan’s Form
5500 Annual Return/Report of Employee Benefit Plan.

Makaria’s relationship with its investment partnership clients is terminable upon the dissolution of
any partnership or Makaira’s withdrawal as its general partner. Makaira’s investment management
agreement with its offshore fund client is terminable by Makaira or the Fund at the end of any
calendar quarter on 60 days’ notice. Each investor in the Funds may withdraw capital, on at least
60 days’ prior written notice, on the last day of the first calendar quarter that occurs after a one-
year lock-up.

In all cases, expenses, the pro rata portion of the management fee and the incentive allocation or
fee through the date of termination are charged or billed to the account. All prepaid but unearned
advisory fees are refunded on termination of a client’s account. An investor who withdraws from
a Fund on a date other than the last day of a quarter, however, does not receive a refund of the
management fee previously paid.

Each account is responsible for its own costs and expenses, including legal, accounting, auditing
and other professional expenses, investment expenses (such as brokerage commissions, expenses
related to short sales, and clearing and settlement charges), custodial fees, bank service fees,
administrator fees and expenses, and other expenses related to the purchase, sale or transmittal of
the account’s assets. Makaira bears its own operating, general, research, administrative and
overhead costs and expenses, other than the expenses described above.