Oakcliff Partners LLC

Item 5. Fees and Compensation

 In consideration for the services it provides to the Funds, the Funds pay a management fee quarterly in
 advance to Oakcliff Partners at a rate per annum equal to: (A) 1.0% of the aggregate net asset value of the
 Limited Partners’ capital accounts up to $250,000,000 and (B) 0.5% of the aggregate net asset value of the
 Limited Partners’ capital accounts over $250,000,000. The General Partner is entitled to earn a
 performance-based incentive allocation of 20% subject to a 6% hurdle. The General Partner and Adviser
 deduct the performance-based incentive allocation and the management fee, respectively, from the Funds.

 The Funds are responsible for any expenses incurred in connection with the purchase, sale or carrying of
 securities or other investments (including brokerage commissions, interest expenses and custody and

                                                                                                     Page | 4

 transfer fees). The Funds incur fees from brokers, custodians, administrators and other service providers.
 The amount and nature of these fees are based on the service provider’s fee schedule at the provider’s sole
 discretion. These fees are separate and distinct from any fees charged by the Adviser.

 Limited Partners are subject to lock up periods as stated in the Partnership Agreements as well as a written
 notice period which differ depending upon the class of interests in the Funds. Should a Limited Partner
 withdraw from the Funds within a full calendar quarter, the fees shall be prorated, and the fees shall be
 appropriately adjusted for additions to and withdrawal from the Limited Partners’ respective capital
 accounts on any day that is not the first business day of any calendar quarter as set forth in the Private
 Placement Memorandum.

 The Adviser does not accept 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

 The Adviser provides investment advice solely to two privately offered investment funds which are formed
 as Limited Partnerships. The Limited Partnership Interests are available to a limited number of individual
 or institutional investors that qualify as accredited investors and meet certain other requirements.

 The Funds generally requires a minimum investment of $1,000,000. Other exceptions are permitted for
 employees of the Adviser and their relatives, or relatives of existing investors.