Mast Capital Management LLC

ITEM 5: FEES AND COMPENSATION

Description of Fees and Fee Billing for Private Funds

MAST generally charges the Private Funds that it manages both performance-based
fees or allocations and asset-based management fees. Performance-based fees or
allocations are charged in compliance with Rule 205-3 of the Advisers Act.

MAST Credit Opportunities I, LP (the “Credit Opportunities Onshore Feeder Fund”)
invests directly in MAST Credit Opportunities I Master Fund Limited (the “Credit
Opportunities Master Fund”), and MAST Credit Opportunities I, Limited (the “Credit
Opportunities Offshore Feeder Fund”) invests indirectly through Mast Credit
Opportunities Intermediate I, L.P. (the “Credit Opportunities Intermediate Fund”, and
together with Credit Opportunities Onshore Feeder, Credit Opportunities Master Fund
and Credit Opportunities Offshore Feeder, the “Credit Opportunities Funds”), which
in turn invests in Credit Opportunities Master Fund.

With respect to the Credit Opportunities Funds, MAST receives a monthly
management fee in advance and an annual performance allocation, subject to a “loss
carryforward” provision, in each case in accordance with the fund documents.

MAST OC I Master Fund L.P. (the “OC Master Fund”) and MAST OC I Limited (the “OC
Feeder Fund” and together with the OC Master Fund, the “OC Funds”) are Private
Funds open for investment only to the clients of a single third-party investment
manager. Each of the OC Feeder Fund and the OC Master Fund is charged monthly
management fees, in accordance with the fund documents at rates that have been
negotiated with such third-party investment manager on behalf of its clients. The OC
Feeder Fund is a feeder fund into the OC Master Fund, and as a limited partner in the
OC Master Fund, although the OC Feeder Fund is not also charged management fees
at the level of the OC Master Fund.

MAST Admiral Fund, Limited (the “Admiral Offshore Feeder Fund”) and MAST Admiral
Fund, L.P. (the “Admiral Onshore Feeder Fund” and together with the Admiral
Offshore Feeder Fund, the “Admiral Feeder Funds”) invest directly in MAST Admiral
Master Fund, L.P. (the “Admiral Master Fund” and together with the Admiral Feeder
Funds, the “Admiral Funds”).

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Firm Brochure – Part 2A of Form ADV          6

With respect to the Admiral Funds, MAST receives a monthly management fee in
advance and an annual performance allocation, subject to a “loss carryforward”
provision and “hurdle”, in each case in accordance with the fund documents.

MAST Select Opportunities Master Fund L.P. (the “Select Opportunities Master Fund”)
and MAST Select Opportunities I Limited (the “Select Opportunities Offshore Feeder
Fund”) (the Select Opportunities Feeder Fund together with the Select Opportunities
Master Fund, the “Select Opportunities Funds”) are Private Funds that are no longer
open to new subscriptions. The Select Opportunities Master Fund is charged monthly
management fees in accordance with the fund documents at rates negotiated with a
third party investment manager who advises all investors in the Select Opportunities
Funds.

Performance fees or performance allocations, as applicable, are generally paid on or
about December 31 of each year, upon termination of the Private Fund or upon the
withdrawal of any capital by an investor. Monthly and quarterly management fees
are prorated, and refunded accordingly, if MAST provides management services for
less than a full month or quarter, as applicable.

MAST’s standard compensation arrangements are set forth above and detailed in the
governing documents of the relevant Private Fund; however, MAST retains the right
to negotiate different compensation arrangements with an investor in any of the
Private Funds. MAST has and may in the future, in its sole discretion, negotiate
compensation arrangements with a particular client depending upon certain factors,
including, but not limited to, investment objectives, investment restrictions, the
nature and extent of the relationship with such client and other business factors. The
compensation arrangements noted above may be waived or reduced when, for
example, a new Private Fund is expected to grow rapidly in size, a relationship exists
with a present investor in a Private Fund, or for other reasons at MAST’s discretion.

Fees are deducted from client assets.

Other Fees or Expenses

Each of the Private Funds pays or reimburses MAST for all legal, accounting and other
expenses in connection with the organization of such Private Fund.

Each of the Private Funds is also responsible for its ongoing operating expenses,
including, but not limited to, legal, accounting and audit expenses.

The Private Funds will also incur custodial, brokerage and other transaction costs.
For more information regarding MAST’s brokerage arrangements see Item 12 below.

The expenses paid by Clients are set forth in detail in the offering document,
organizational agreement or management agreement of the relevant Client. Such
expenses differ among Clients. Thus, although the foregoing is a brief summary of
the types of expenses Clients will generally bear, it is not an exhaustive or complete
list. Investors and prospective investors and Clients and prospective clients should

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Firm Brochure – Part 2A of Form ADV          7

therefore review the offering document, organizational agreement management
agreement carefully because such documents, and not this brochure summary,
describe the exact expenses such Client will bear.

Other Commissions and Sales Charges

Neither MAST nor any of its supervised persons accepts 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

Currently, MAST provides its services solely to the Clients, which are comprised of
private investment funds.

Investors in the Private Funds include:

   •   Individuals, including high net worth individuals

   •   Trusts, estates or charitable organizations

   •   Banks or other thrift institutions

   •   Corporations or other business entities

   •   Private and public pension and profit sharing plans

   •   Foundations and endowments

   •   Fund of funds

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   •   Government or political subdivisions

The minimum investment required to invest in each Private Fund is set forth below;
however, MAST reserves the right to reduce these minimum amounts on a case-by-
case basis:

   •   $1 million to invest in one of the Select Opportunities Funds;

   •   $1 million to invest in one of the Credit Opportunities Funds

   •   $1 million to invest in one of the OC Funds; and

   •   $1 million to invest in one of the Admiral Funds.