Passport Capital LLC

Item 5 – Fees and Compensation

Each Fund is generally subject to a management fee of up to 1.5% with respect to either assets
under management or committed capital, as applicable (each, a “Management Fee”). Management
Fees are generally calculated and payable quarterly. A Management Fee payment will generally
be deducted from Client assets, although it may also be invoiced. Subject to the relevant Fund
Documents, the calculation and payment of a Fund’s Management Fee generally will be pro-rated
for any partial periods, and any Management Fee prepaid to the Adviser and not subsequently
earned through continuing management services will be refunded. Certain special purpose
vehicles managed by the Adviser do not charge a Management Fee and instead are subject to a
one-time administrative fee for audit, administrative and other expenses. A detailed description
of any specific Management Fee calculation and payment procedures applying to each Fund is
outlined in the relevant Fund Documents.

As discussed further in Item 6 below, each Fund is also subject to a performance-based fee
(each, a “Performance Fee”) payable to the Adviser, whether directly or through an affiliated
entity.

Subject to the relevant Fund Documents, a Fund may bear or reimburse the Adviser (or an affiliate)
for payment of all costs and expenses relating to the Fund’s activities, investments and business
(to the extent not borne or reimbursed by a Portfolio Company or Underlying Fund), including,
but not limited to: (a) the Management Fee; (b) due diligence expenses (e.g., consulting, legal,
appraisal, third-party research, travel and entertainment (including airfare, meals and lodging) and
other costs); (c) “broken deal” expenses; (d) its pro rata share of the organizational and operational
expenses of the Portfolio Managers, Underlying Funds, other entities through which the Fund
invests in Portfolio Company opportunities and/or the sponsors of such entities (which may
include, without limitation, both management fees based on the value of the Fund’s assets allocated
to such Portfolio Managers or sponsors and performance compensation based on profits generated
by such Portfolio Managers, Underlying Funds, other entities and the sponsors of such entities);
(e) brokerage commissions and other execution and transaction costs; (f) exchange, clearing and
settlement charges; (g) appraisal fees and expenses; (h) investment banking fees and expenses;
(i) custody fees; (j) regulatory, licensing, filing or registration fees; (k) premiums for insurance
coverage for the Fund, any associated feeder funds, members of the Adviser and partners of the
Adviser against liabilities which may become owed to third parties; (l) legal, tax, accounting,
administrative and consulting fees and expenses (including, without limitation, fees and expenses
of the Administrator and legal fees and expenses incurred in connection with direct Portfolio
Company investments and negotiations with Portfolio Managers and Underlying Funds); (m) costs
and expenses of third party valuation firms; (n) costs of any litigation or investigation involving
Fund activities; (o) expenses incurred in obtaining, maintaining or performing systems, research
and other information, including information service subscriptions, used in the Fund’s investment
program; (p) expenses of an Advisory Committee (where applicable, as defined in the relevant

Fund Documents); (q) taxes, fees or other governmental charges levied against the Fund or on its
respective income or assets or in connection with its business or operations, unless otherwise borne
or properly imposed upon a Fund investor; (r) the costs of winding up and liquidating the Fund;
(s) the costs and expenses of the Adviser in serving as the “partnership representative” within the
meaning of Section 6223 of the Internal Revenue Code of 1986, as amended (and partnership audit
procedures and provisions of state, local, or foreign law); (t) the costs of maintaining any
associated feeder funds, as the Adviser may determine; and (u) all other charges, costs and
expenses incurred in connection with the business or other activities of the Fund or any associated
feeder funds that are not Ordinary Operating Expenses (where applicable, as defined in the relevant
Fund Documents) or ordinary operating expenses of any associated feeder funds.

As discussed above, the Funds are subject to any brokerage and other transaction costs. Please see

Item 7 – Types of Clients

The Adviser’s clients are comprised of the Funds, which are pooled investment vehicles. In the
future, the Adviser may provide investment advice to other clients, including other funds or
separately managed accounts.