SB Value Partners LP

Item 5: Fees and Compensation

A. Methods of Compensation and Fee Schedule
Commissions are not SB Value Partners, L.P.’s primary source of compensation for advisory services.
Advisory fees that are charged to clients are not reduced to offset the commissions or markups on
securities or investment products recommended to clients.
SB Value Partners receives compensation for its services by means of Fixed Advisory Fees and/or
Performance (or Incentive) Fees, as described below. Generally, these fees are not negotiable
except for certain situations at the sole discretion of the General Partner/Managing Member.

 Limited Partnerships – SAB Moderate Equity Partnership, LP
Management Fee: The General Partner does not charge management fees, placement fees or sales
commissions to prospective investors.
Performance Fee (Profit Participation): As of the end of each performance period the Limited
Partner’s capital account will be charged a Performance Fee of 20% of the net profits (if any).
When calculating the Profit Participation, all items of income, loss and expense incurred by the
Partnership will be taken into account.

The minimum initial investment in the Partnership is $250,000 and the minimum additional
investment is $25,000. The foregoing investment amounts are subject to waiver or change in the
sole discretion of the General Partner.

 Limited Partnerships – SAB Capital Markets, LP and SAB High Yield Capital Markets, LP
Management Fee: The General Partner does not charge management fees, placement fees or sales
commissions to prospective investors.
Performance Fee (Profit Participation): As of the end of each performance period the Limited
Partner’s capital account will be charged a Performance Fee of 25% of the net profits (if any).
When calculating the Profit Participation, all items of income, loss and expense incurred by the
Partnership will be taken into account.

The minimum initial investment in the Partnership is $250,000 and the minimum additional
investment is $25,000. The foregoing investment amounts are subject to waiver or change in the
sole discretion of the General Partner.

 Separately Managed Accounts – Capital Markets Strategy
Management Fee: SB Value Partners does not charge management fees to the Separately
Managed Accounts.
Performance Fee (Profit Participation): Subject to a loss carryforward provision, at the end of each
year (December 31 or termination if earlier), the Investor’s SMA will be charged Performance Fee
of 25% of the net profits (if any), payable within 30 days of the year end.

The minimum initial investment in the SMA is $1,000,000 and the minimum additional investment

                         Part 2A of Form ADV: SB Value Partners, LP Brochure

is $250,000. The foregoing investment amounts are subject to negotiation.

  Institutional Asset Management

SB Value offers a fixed fee for advisory services provided to the Institutional Asset Management
Accounts. Generally, the fixed fee for these services is between $25,000 - $100,000 annually.

  Institutional Efficiency Optimization Consulting

SB Value offers an hourly fee for the consulting services provided to the Institutional Efficiency
Optimization Consulting clients. Fees will be billed via invoice and payable in arrears.

B. Client Payment of Fees

  Limited Partnerships – SAB Moderate Equity, SAB Capital Markets, SAB HY Capital Markets
Annual Performance Fees (Profit Participation), subject to a loss carryforward provision, will be
paid in arrears and deducted from the Limited Partner’s Capital Account based on the net profits
(if any) at the end of each fiscal year (December 31).

  Separately Managed Accounts – Capital Markets Strategy
Annual Performance Fees (Profit Participation), subject to a loss carryforward provision, will be
paid in arrears at the end of each fiscal year (December 31), and debited from the account within
30 days after the end of such fiscal year. In the event of a mid-year withdrawal from the account,
the Profit Participation (if applicable) will be charged on such withdrawn amounts at such time.
SB Value Partners requires clients to authorize the direct debit of fees from their accounts.
Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our
fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction
from the account. Clients may withdraw this authorization for direct billing of these fees at any
time by notifying us or the custodian in writing.
SB Value Partners will deduct fees directly from the client’s account provided that (i) the client
provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the
client a statement, at least quarterly, indicating all amounts disbursed from the account. The client
is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify
the calculation.

C. Additional Client Fees Charged
Limited Partnerships: Expenses are divided between Partnership-related expenses borne by the
Partnership (Partnership Expenses) and General Partner-related expenses borne by the General
Partner (General Partner Expenses). Partnership Expenses are divided into two categories:
Partnership Organizational Expenses and Operating Expenses.

  Limited Partnerships -

                           Part 2A of Form ADV: SB Value Partners, LP Brochure

Organizational Expenses. The Partnerships will bear or reimburse the General Partner for all
expenses incurred in connection with its organization and the initial and continuing offering of
Units. The Partnership will also bear its pro-rata share of expenses incurred in organizing the
Partnership. These expenses include, without limitation, legal fees, accounting fees, printing costs
and other out-of-pocket expenses incurred by the General Partner in connection with the offering.
...

Item 7: Types of Clients
 SB Value Partners generally provides investment advice to clients that meet the definition of
 “Qualified Client” which include, but are not limited to financial institutions, individuals, high net
 worth individuals, trusts, estates, corporate retirement plans, charitable organizations, LLCs, and
 corporations or businesses.

 A “Qualified Client” within the meaning Rule 205-3 of the Advisers Act:

   •   An individual with at least $1.1 million in assets under management with the advisor
       immediately after entering into an investment advisory contract with the advisor.
   •   An individual with a net worth of $2.2 million or more, either individually or jointly with a
       spouse, immediately before entering into an advisory contract, not including the value of
       their primary residence.
   •   An individual who matches the definition of a qualified purchaser (see below) at the time an
       advisory contract is enacted — including ownership of at least $5 million in investments.
   •   An individual with the position of executive officer, director, trustee, general partner, a
       person serving in a similar role, or the advisor.
   •   An employee of the advisor who is involved in the investment activities and has been so for
       at least one year.

A “Qualified Purchaser” means, under Section 2(a)(51) of the Investment Company Act:
   •   any natural person (including any person who holds a joint, community property, or other
       similar shared ownership interest in an issuer that is excepted under section 3(c)(7) with that
       person's qualified purchaser spouse) who owns not less than $5,000,000 in investments, as
       defined by the Commission;
   •   any company that owns not less than $5,000,000 in investments and that is owned directly
       or indirectly by or for 2 or more natural persons who are related as siblings or spouse
       (including former spouses), or direct lineal descendants by birth or adoption, spouses of
       such persons, the estates of such persons, or foundations, charitable organizations, or trusts
       established by or for the benefit of such persons;
   •   any trust that is not covered by clause (ii) and that was not formed for the specific purpose
       of acquiring the securities offered, as to which the trustee or other person authorized to
       make decisions with respect to the trust, and each settlor or other person who has
       contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or
   •   any person, acting for its own account or the accounts of other qualified purchasers, who in
       the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in
       investments.

SAB Moderate Equity Partnership, LP, SAB Capital Markets, LP and SAB High Yield Capital Markets
LP have a minimum investment of $250,000. The Separately Managed Accounts have a minimum
investment of $1,000,000.

                          Part 2A of Form ADV: SB Value Partners, LP Brochure