The Baupost Group LLC

Item 5.           Fees and Compensation

As compensation for its advisory services, Baupost receives a management fee from each of the
Baupost Partnerships that is required to be paid in advance at the beginning of each quarter. The
management fee is assessed based on relevant investor capital account balance as of the first
business day of each fiscal quarter, taking into account capital contributions or withdrawals as of
such date. Prior to applying the management fee rate, each capital account balance is reduced (but
not below zero) by unrealized gains (net of unrealized losses) on any Illiquid Asset (generally as
defined in each Partnership’s LP Agreement)1 and reduced (but not below zero) by any positive
adjusted profit sharing obligation allocated to such capital account. The management fee for a
fiscal quarter is due and payable upon calculation. The management fee expense is evenly
amortized over the quarter and deducted from each relevant investor’s capital account monthly.

In addition, the General Partner(s) are eligible to receive performance-based compensation from
the Baupost Partnerships, subject to, if applicable, loss carryforward limitations set forth in each
LP Agreement. As a result of the profit sharing obligation, a certain portion of eligible profits
initially allocated to each relevant investor in each Partnership is reallocated to the General
Partner(s), subject to the limitations set forth in each applicable LP Agreement. The profit sharing

 Certain Partnerships’ LP Agreements use the defined term “Illiquid Investment” – with respect to those
Partnerships, the term Illiquid Asset as used herein shall have the meaning given to the term Illiquid Investment in
such LP Agreements.

obligation is accrued at least quarterly and is reallocated to the General Partner(s) annually. If an
investor fully or partially withdraws or transfers its interest during the year, a proportionate amount
of the profit sharing obligation may be, or in the case of withdrawals, generally will be reallocated
from the capital account of the investor to the capital account of the General Partner(s).

The profit sharing obligation of each relevant investor in the Baupost Partnerships is 20% of
eligible profits, as described in detail in each respective LP Agreement and, if applicable, offering
memorandum. Any profit sharing obligation generated from unrealized gains (net of unrealized
losses) on any Illiquid Asset will be deferred for reallocation to the General Partner(s) until gains
are realized except in the case of a full withdrawal of an investor’s capital balance.

Management fees and profit sharing obligations (including loss carryforward limitations) are non-
negotiable and non-refundable; however, Baupost may, in its sole discretion, waive these terms
for certain investors in whole or in part. Baupost generally waives management fees and/or profit
sharing obligations for current employees, certain former employees, founders and certain related
parties of the foregoing, including foundations related to such persons. Baupost may discontinue
fee and/or profit sharing obligation waivers at any time, and Baupost generally discontinues fee
and profit sharing obligation waivers for most departing employees. However, Baupost does not
expect to discontinue fee or profit sharing obligation waivers for foundations of employees. In
certain limited circumstances, Baupost has waived the limit on loss carryforward for all
comparably situated accounts.

The aforementioned compensation of the General Partners is based upon the value of the Baupost
Partnerships’ assets, which Baupost is responsible for determining. To mitigate this conflict,
Baupost does not collect management fees on unrealized gains (net of unrealized losses) on any
Illiquid Asset and does not impose a profit sharing obligation on unrealized gains (net of unrealized
losses) on any Illiquid Asset except in the case of a full withdrawal of an investor’s capital balance.
Additionally, Baupost engages independent third parties to assist with valuing certain Illiquid
Assets. Baupost also engages an independent auditor to perform an annual audit of the Baupost
Partnerships in conformity with accounting principles generally accepted in the United States
(“GAAP”) at each calendar year-end. Fees and fee terms applicable to the Co-Investment Fund
are set forth in its operating agreement; the Baupost Partnerships that are invested in the Co-
Investment Fund are not subject to management fees or profit sharing obligations of the Co-
Investment Fund.

Expenses

Baupost will, in consideration for management fees, bear its own overhead expenses incurred in
connection with managing the affairs and business of the Baupost Partnerships, including expenses
related to its office space, utilities, and employees (i.e., those persons participating in its payroll
and those Baupost deems to be its employees), and all costs and expenses of travel undertaken by

Baupost employees, including travel to perform due diligence related to acquiring prospective
investments or to perform ongoing supervision of the Baupost Partnerships’ assets.

The Baupost Partnerships will bear, or reimburse Baupost for, all organizational, restructuring and
offering expenses and all ordinary and extraordinary expenses incurred or advanced in the
operation or management of the Baupost Partnerships and their investment activities as Baupost
deems to be reasonable and necessary. The costs and expenses borne directly or indirectly through
affiliated entities (e.g., special purpose vehicles) by the Baupost Partnerships (of which the
investors bear their allocable share) include, without limitation:

 (i)     Investment-related expenses, such as expenses related to sourcing investments,
         performing due diligence related to prospective investments or areas of investment,
         structuring, negotiating and executing acquisitions and dispositions of investments and
...

Item 7.        Types of Clients

Baupost’s clients are the Baupost Partnerships, each of which is exempt from registration under
the 1940 Act. Baupost manages one Partnership exempt from registration under Section 3(c)(1)
of the 1940 Act and ten Partnerships exempt from registration under Section 3(c)(7) of the 1940
Act. Investors, which generally include high-net-worth individuals, corporations, charitable
institutions, pension and profit sharing plans, trusts, individual retirement accounts and other
entities, are admitted to the Baupost Partnerships at the discretion of Baupost, and contributions
by investors to the Baupost Partnerships are accepted solely at the discretion of Baupost. Baupost
also allows certain of its employees to invest in certain Baupost Partnerships. Certain Baupost
Partnerships impose a minimum initial investment requirement of up to $10 million, which may
be waived at the discretion of Baupost. Additionally, Baupost manages the Co-Investment Fund.