MFP Investors LLC

Item 5      Fees and Compensation

The Partnership authorizes limited partnership interests in two classes, Class A interests and Class
B interests. The interests in both classes are identical, except Class A interests are charged a higher
management fee. Effective as of September 30, 2023 the Partnership redeemed all Class A interests
and all Class B interests other than those held individually or in trust for the benefit of the
Investment Manager's managing member and/or lineal descendants. The Investment Manager
receives a management fee from the Partnership (the “Management Fee”). The Class A
Management Fee is payable quarterly in advance at a rate equal to 2% per annum of the net asset
value of the Class A assets and the Class B Management Fee is payable quarterly in advance at a
rate equal to 0.5% per annum of the net asset value of the Class B limited partners assets. In each
case, the Management Fee is calculated as of the last business day of each calendar quarter and
payable to the Investment Manager promptly after the beginning of the next calendar quarter, with
any partial quarter pro rated based on the number of days remaining in the quarter.

In addition to the Management Fees, the Investment Manager and MFP Services are reimbursed
for administrative expenses of the Partnership that it may incur on the Partnership’s behalf.
Expenses that are not direct investment expenses such as legal, consulting and audit fees are paid
directly by the Investment Manager on behalf of the Partnership. These expenses are then
reimbursed by both Class A and Class B Limited Partners to the Investment Manager and are not
paid through the Management Fee. Both classes of interests of the Partnership will bear pro rata
all taxes payable by the Partnership, all investment expenses (i.e., expenses which the Investment

Manager determines in its sole discretion to be directly related to the investment of the
Partnership’s assets), brokerage and commission expenses, margin, premium and interest
expenses, fees and disbursements of transfer agents, registrars, custodians, sub-custodians and
escrow agents, costs of investment and withdrawal from any collective investment vehicle, all
other investment related expenses of any type, and any extraordinary expenses (such as litigation).
The Partnership has in the past and may in the future agree to pay third parties an incentive
allocation, or other fee based upon the appreciation of an investment, to compensate such third
party for providing the Partnership with the investment opportunity and other services in
connection with such investment. Brokerage and research expenses of a Client may be paid for
through the use of “soft dollars” (see the Brokerage Practices section below for more information).

The Investment Manager has in the past and may in the future receive an expense reimbursement
from a company in which one of its Clients invests which is based upon the amount invested by
the Client rather than the actual expenses of the Investment Manager incurred in connection with
the particular investment. The Investment Manager will generally apply such expense
reimbursement against investment expenses related to such investment, with any remaining
amounts used to offset management fees charged to the Partnership’s limited partners.

Item 7     Types of Clients

As discussed in the Advisory Business section, the Investment Manager provides discretionary
investment management services to the Partnership. Where relevant, this disclosure also includes
information about the minimum account size necessary to open and maintain each type of Client
account. See Item 5 above for a discussion of how the Investment Manager is compensated.

Limited partnership interests in the Partnership are generally offered only to investors who meet
the definition of “accredited investor” as the term is defined in the Securities Act of 1933, as
amended (the “Securities Act”).

The minimum investment in the Partnership is $1,000,000, subject to waiver by the Investment
Manager. Additional investments may be made by limited partners at the end of each calendar
quarter in amounts permitted by the Investment Manager in its sole discretion.