MIG Capital LLC

Item 5.      Fees and Compensation

A.    Compensation

      The Feeder Funds pay MIG a management fee, generally payable monthly in arrears, in
      the range of 0.75% to 1.50%, depending on investor share class, per annum of the aggregate
      (i) capital account balances in MIG Onshore Fund, L.P. and (ii) net asset value of each
      series of shares of MIG Offshore Fund, Ltd., in each case, of fee-paying investors in each
      applicable Feeder Fund as of the end of each calendar month, as specified in further detail
      in the Feeder Funds’ Governing Documents.

      At MIG’s sole discretion, management fees applicable to one or more investors in a MIG
      Fund may be reduced, waived or, with the consent of the applicable investor, calculated
      differently, and management fees are currently waived or reduced for certain investors that
      are or are comprised of persons or entities affiliated with the Merage family.

      Certain MIG Funds also compensate affiliates of MIG through performance-based profit
      allocations or fees, as described in Item 6.

      With respect to any MIG Fund (an “Investing MIG Fund”) that invests all or a portion of
      its assets in another underlying MIG Fund (currently only the Feeder Funds investing in
      the Master Fund), management fees and performance-based profit allocations or fees (if
      any) will generally be waived at the level of the Investing MIG Fund with respect to any
      assets thereof that are allocated to an underlying MIG Fund. However, the Investing MIG
      Fund will, as an investor in an underlying MIG Fund, bear its pro rata share of the
      management fees and performance-based profit allocation or fee charged to investors in
      the underlying MIG Fund.

B.    Payment of Fees

      MIG does not bill the investors in any MIG Funds for management fees or performance-
      based profit allocations or fees. Rather, management fees are deducted from the assets of
      the applicable MIG Funds on a monthly basis in arrears in the case of the Feeder Funds
      with respect to their fee-paying investors. Each applicable MIG Fund charges its
      management fee to the capital accounts or shares, as applicable, of each fee-paying investor
      in such MIG Fund accordingly. Similarly, the performance-based profits allocations or
      fees are made within the applicable MIG Funds generally at the end of each year, or sooner
      with respect to any investor who withdraws or redeems from an applicable MIG Fund at
      any time other than at the end of a fiscal year.

C.    Other Fees

      MIG Funds

      Each of the MIG Funds (and indirectly, the underlying investors therein) will pay or
      otherwise bear various additional fees and expenses. These are generally outlined below,

and additional information regarding the payment of fees and expenses are also included
in each MIG Fund’s Governing Documents.

For Class A interests or shares of the Feeder Funds, each Feeder Fund charges an early
withdrawal fee of 3% in the event of a withdrawal or redemption in the first twelve months
of an investment. Under certain circumstances, the withdrawal fee may be waived at the
discretion of MIG.

Each of the MIG Funds will generally bear their own operating and other expenses, which
include, but are not limited to, investment-related expenses (e.g., brokerage commissions
and transaction costs, clearing and settlement charges, custodial fees, interest expense,
consulting, investment banking and any other professional fees or compensation relating
to particular investments or contemplated investments, investment-related travel and
lodging expenses and research-related expenses, including, without limitation, quotation
equipment and services), expenses related to risk management provided by third parties,
third-party valuation services and anti-money laundering compliance and reporting
expenses, expenses relating to reports provided to underlying investors, legal and
compliance expenses (which include, without limitation, indemnification expenses and
expenses associated with regulatory filings relating to the applicable MIG Fund and for its
respective portfolio, including Form PF preparation and filing fees), internal and external
accounting, audit and tax preparation expenses, organizational expenses, expenses relating
to the offer and sale of interests or shares in the relevant MIG Fund (excluding any
marketing expenses), entity-level taxes, fees to an administrator, Advisory Board’s fees
and expenses, the costs of any liability insurance obtained on behalf of the MIG Fund, the
costs of any litigation or investigation involving a MIG Fund’s activities, expenses related
to the maintenance of the MIG Fund’s registered office, corporate licensing, extraordinary
expenses and other similar expenses related to the MIG Fund. The actual expenses borne
by each MIG Fund may vary, as set out in the Governing Documents for each MIG Fund.
A portion of any MIG Fund’s operating expenses may be shared with other MIG Funds or
other investment entities or accounts managed by MIG or any of its affiliates, on an
equitable basis as determined by MIG. Not all of the foregoing expenses may be applicable
to each of the MIG Funds.

Each MIG Fund has also paid or reimbursed MIG and/or its affiliates for all expenses
related to organizing such MIG Fund, including, but not limited to, legal and accounting
fees, printing and mailing expenses and government filing fees (including blue sky filing
fees).

Each of the Feeder Funds bears its own costs and expenses as described above, and also
bears its pro rata share of the Master Fund’s costs and expenses.

Each MIG Fund will also pay brokerage fees and other transaction costs of any brokers
and/or custodians they may use from time to time, as further discussed in Item 12.A.

To the extent that fees and expenses of a MIG Fund (including management fees) are
...

Item 7.        Types of Clients

MIG currently provides investment advice to the MIG Funds described in Item 4 above. The
investors in MIG Funds include trusts, high net worth individuals, charitable organizations, and
other pooled investment vehicles. Currently, members of the Merage family (including trusts
established by members of the Merage family) have, directly or indirectly, a substantial portion of
the capital in the Master Fund.

For the Feeder Funds the minimum initial investment is $1,000,000. The minimum additional
investment amount thereafter for the Feeder Funds is $250,000. These minimum investment
amounts generally can be waived at the discretion of MIG.

Investors in any of the MIG Funds that are organized in the United States, and U.S. investors in
any of the MIG Funds that are organized under non-U.S. law, are generally required to be (i)
“accredited investors” within the meaning of Rule 501(a) under the U.S. Securities Act of 1933,
as amended (the “1933 Act”), in reliance upon the exemption from the registration requirements
of the 1933 Act provided in Rule 506 under the 1933 Act and (ii) “qualified purchasers” within
the meaning of Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended.