Rubric Capital Management LP

Item 5: Fees and Compensation

Rubric Capital’s compensation for the investment advisory services it provides to the Rubric
Funds and the Separate Series is comprised of an asset-based management fee and an
incentive allocation that is based on the performance achieved for the account of each
Investor. The fees and expenses applicable to each Rubric Fund are set forth in detail in each
Feeder Fund’s offering memorandum. A brief summary of fees and expenses for the Rubric
Funds is provided below.

Rubric Capital’s compensation for the investment advisory services it provides to the Rubric
LTO Funds is comprised of an asset-based management fee and a carried interest distribution
that is based on the performance achieved for the account of each Investor. The fees and
expenses applicable to each Rubric LTO Fund are set forth in detail in each LTO Feeder Fund’s
offering memorandum. A brief summary of fees and expenses for the Rubric LTO Funds is
provided below.

The fees, expenses and incentive allocation with respect to the Separate Series are set forth
in the sub-management agreements between the Firm and the manager of the private funds
of which the Separate Series are a part.

Management Fee Rubric Funds

The Feeder Funds have three series of limited partnership interests/shares, series F1 limited
partnership interests/shares, Series F2 limited partnership interests/shares, and Series A
limited partnership interest/shares. Series F1 limited partnership interest/shares and Series
F2 limited partnership interests/shares are currently not available for investment but may be
offered at any point in the future in the sole discretion of the Feeder Funds. The Master Fund
will pay the Firm on behalf of the Feeder Funds a quarterly management fee for different series
or classes of interests/shares in the Feeder Funds that generally range from 1.15% to 1.5% per
annum (collectively, the “Management Fee”). The Master Fund will pay the Management Fee
generally by the end of the first month of each fiscal quarter

The Management Fee will be prorated and payable as of a “subscription date” for any capital
contribution/subscription by an Investor that is effective other than as of the first day of a
fiscal quarter. In the event of a withdrawal/redemption by an Investor other than as of the
last day of a fiscal quarter, the Firm will return to the Master Fund, and the Master Fund will
pay to the applicable Feeder Fund for payment to, or credit to the capital account/shares of,
the withdrawing/redeeming Investor, an amount equal to the pro rata portion of the
Management Fee based on the actual number of days remaining in such fiscal quarter.

The Management Fee may be waived, reduced or calculated differently with respect to the
capital account/shares of any Investor, including, without limitation, any member, partner,
affiliate or employee of the General Partner or the Firm and any family member of such
persons. The General Partner’s capital account will not be debited with any Management Fee.

Management Fee Rubric LTO Funds

Rubric Capital Management LP                                                Form ADV Part 2A

The LTO Master Funds will pay the Firm on behalf of the LTO Feeder Funds a quarterly
management fee in the amount of 1.0% per annum (the “LTO Management Fee”), of the
Investors’ invested capital. The LTO Feeder Funds will pay the LTO Management Fee generally
by the end of the first month of each fiscal quarter. Any Investor in an LTO Feeder Fund that
is also an Investor in a Rubric Fund will not be charged the LTO Management Fee as long as it
remains an Investor in a Rubric Fund.

The LTO Management Fee may be waived, reduced or calculated differently with respect to
the capital account of any Investor, including, without limitation, any member, partner,
affiliate or employee of the General Partners or the Firm and any family member of such
persons. The General Partners’ capital accounts will not be debited with any Management
Fee.

Incentive Allocation Rubric Funds

The General Partner will be entitled to share in the appreciation in value of each Investor’s
capital account balance, subject to a loss carry-forward procedure. Generally, at the end of
each fiscal year, the Master Fund will reallocate from each Investor’s capital account an
amount ranging from 16.5% to 20% of the net capital appreciation for the fiscal year allocated
to the Investor’s capital account. The net capital appreciation upon which the calculation of
the incentive allocation is based will be reduced by the loss carry-forward procedure. The
incentive allocation may be waived, reduced or calculated differently with respect to certain
Investors.

If an Investor withdraws/redeems capital other than as of fiscal year-end, the Master Fund
will make an incentive allocation based on year-to-date performance, in proportion to the
reduction in the Investor’s relevant account balance caused by the withdrawal/redemption.
Those incentive allocations will reduce the withdrawal/redemption proceeds payable to the
withdrawing/redeeming Investor. Investors may withdraw/redeem capital after the allowable
lock-up period has expired. Withdrawal/redemption proceeds from the portion of a capital
account that is still within the lock-up period will be reduced by an amount equal to 4% of the
amount requested to be withdrawn/redeemed. Please refer to each Feeder Fund’s offering
memorandum for a more detailed description of withdrawal/redemption requirements and
limitations.

Co-investment vehicles that may be formed and managed in the future may have different
management fees and/or performance-based compensation terms than as described above
for the Funds.

Carried Interest – Rubric LTO Funds

The Onshore LTO General Partner is entitled to receive a carried interest distribution from the
Onshore LTO Master, and the General Partner is entitled to receive a carried interest
...

Item 7: Types of Clients

Our clients are the Rubric Funds, the LTO Funds, and the Separate Series. The minimum initial
investment for each Investor of Series A shares/interests is $5,000,000. An Investor generally
may make additional capital contributions/subscriptions to the Feeder Funds in amounts of at
least $100,000. The Rubric LTO Funds are not accepting any additional investments. The Board
of Directors for the Offshore Fund and General Partner of the Onshore Fund may accept
capital contributions/subscriptions of lesser amounts or establish different minimums or
reject any capital contribution/subscriptions, in whole or in part, for any reason or no reason.
The minimum initial investment for an Investor in the Separate Series is set by the manager
of the private fund of which the Separate Series is a part.