Manikay Partners LLC

Item 5     Fees and Compensation

For its services to the Clients, Manikay or its affiliate generally receives investment management
fees and performance-based compensation. Manikay’s fee schedule is omitted because this
Brochure is being delivered only to qualified purchasers as defined in the Investment Company
Act of 1940.

Investment Management Fees

Manikay charges the Clients management fees based on the assets of the Clients, as described in
the offering documents of each Client. Client fees are generally charged quarterly in advance.

Performance-Based Compensation

Manikay or its affiliate are also entitled to performance-based allocations. This compensation is
based primarily on a share of realized capital gains on or capital appreciation of the Client, as
described in the offering documents of each Client.

Other Fees and Expenses

In addition to the fees and allocations described above, each Client bears its own costs and
expenses. Such expenses include (but are not limited to): Client, and any special purpose vehicle
owned by the Client (“SPV”), legal, compliance, audit, accounting, tax preparation and diligence
advisory expenses and printing costs; fees and expenses of the preparation, negotiation and
finalization of documents and instruments relating to the acquisition of shares of a portfolio

company; Client- or SPV-related insurance costs; any currency exchange costs (e.g., the costs
associated with exchanging any U.S. Dollars received as capital contributions from the Client
investors into a foreign currency for purposes of acquiring the Client interests and the costs of
exchanging a foreign currency received by the Client into U.S. Dollars, whether for purposes of
paying expenses or making distributions); all commitment fees and any transfer or recording taxes,
registration fees and other expenses in connection with the disposition of any Client investment
(including fees and expenses of the preparation, negotiation and finalization of any agreement or
other instrument prepared in connection with any disposition (in whole or in part) of any Client
investment and governmental consents, approvals, authorizations or other actions of each relevant
governmental authority, including local foreign governmental authorities, and the portfolio
company required in connection with any such disposition); all expenses relating to the ownership
and ongoing evaluation of Client investments, including taxes, interests, insurance and other fees
and expenses, and any fees and expenses incurred in connection with any document or instrument
prepared as part of any restructuring of an SPV’s ownership of any Client investment (including
any transfer thereof to the Client or any Investment Vehicle, as defined below) and any
restructuring, reorganization or other change in the form of portfolio company and governmental
consents, approvals, authorizations or other actions of each relevant governmental authority,
including local governmental authority, and portfolio company required in connection with any
such restructuring, reorganization or other change in the form of a portfolio company; all costs of
the administration of the Client, SPV and any or any trust, partnership or other ownership vehicle
(“Investment Vehicle”) formed by the Client’s general partner or an affiliate to acquire or hold
Investments, including accounting and audit expenses, legal and regulatory expenses (including
certain filings with U.S. and non-U.S. regulators), fees and expenses of any administrators in
connection with the administration of the Client, SPV and any Investment Vehicle, blue sky and
corporate filing fees and expenses, indemnification expenses, costs of holding any meetings or
conferences of Client investors, costs of any litigation or threatened litigation or costs of any
investigation or legal inquiries involving activities of the Client, SPV and any Investment Vehicle,
the cost of any liability insurance or fidelity coverage for the Client, SPV and any Investment
Vehicle, costs associated with reporting and providing information to existing and prospective
Client investors, including printing and mailing costs, wind-up and liquidation expenses, and any
extraordinary expenses arising in connection with the operations of the Client, SPV and any
Investment Vehicle; and the costs of establishing and maintaining any liquidation vehicle.

A complete list of all applicable fees and expenses are set forth in the relevant Client governing
documents.

Item 7     Types of Clients

Manikay provides investment advisory services to the Clients, which are private investment
vehicles. Any initial and additional subscription minimums with respect to a Client are disclosed
in the relevant Client offering memorandum or governing document.