Yucaipa Master Manager LLC

ITEM 5 - FEES AND COMPENSATION

       A.      Fees

This brochure will be delivered only to “qualified purchasers” as defined in section 2(a)(51)(A)
of the Investment Company Act of 1940, as amended. The applicable fees for each Yucaipa
Fund are disclosed to investors in the private offering materials for the relevant private offering
of each Yucaipa Fund.

       B.      How Fees are Charged

Management fees are generally payable semiannually or quarterly in advance by each Yucaipa
Fund. Management fees may be paid using capital contributions from Yucaipa Fund investors to
each Yucaipa Fund pursuant to capital call notices delivered by each Yucaipa Fund’s general
partner or managing member, or may be paid out of cash otherwise available to the Yucaipa
Fund, for example, following a Yucaipa Fund’s receipt of proceeds from the sale of an
underlying investment held by the applicable Yucaipa Fund.

With respect to the Yucaipa Funds, Yucaipa or an affiliate is typically entitled to “carried
interest,” or performance fees, to the extent provided in the applicable Yucaipa Fund governing
agreement. Performance fees are typically measured as a percentage of the profits from
investments made by such Yucaipa Fund (after return of investors’ capital and a specified
preferred return) and are negotiated separately for each Yucaipa Fund at a rate consistent with
industry standards. Such fees are typically paid out of cash otherwise distributable to Yucaipa

Fund investors, such as the receipt by the Yucaipa Funds of proceeds from a portfolio
investment. Any such performance fees are specifically disclosed to investors prior to investment
in the governing agreements of the applicable Yucaipa Fund.

       C.      Other Fees and Expenses

Fees unrelated to securities management functions may be paid to Yucaipa or to a Yucaipa
Fund’s general partner, managing member, or affiliates. These fees may include topping up,
break-up, monitoring, directors’, organizational, set-up, investment banking, underwriting,
syndication and similar fees. A portion of these fees will offset the management fees otherwise
payable by the applicable Yucaipa Fund based on procedures specified in the governing
agreement for the relevant Yucaipa Fund. These potential fee arrangements are disclosed in the
private offering materials for each particular private vehicle offering and are contained in the
governing agreements.

The Yucaipa Funds are also responsible for their own operating expenses, including fees, costs,
expenses and liabilities related to the sourcing, development, evaluation, structuring, negotiation,
purchase, holding, administration and disposition of investments (and potential investments,
whether or not such investments are consummated), and costs and expenses arising in connection
with the formation, launch and closings of a Yucaipa Fund (as described in, and subject to limits
on such organizational expenses as set forth in, the applicable Yucaipa Fund governing
agreements).

The organizational and operating expenses of a particular Yucaipa Fund may include, without
limitation, the following fees, costs, expenses and liabilities:

      salaries and other costs of consultants, operating partners or others that are charged
       separately to the Yucaipa Funds and are not part of the management fee as provided in
       the governing documents of the applicable Yucaipa Fund;

      costs and expenses of advisory board and investor meetings (as such meetings are
       dictated and required by the terms and conditions of the governing documents of the
       applicable Yucaipa Fund), as well as preparation of all reports and other financial, tax,
       accounting, legal or fund administration reporting functions;

      costs and expenses of outside accountants, advisors, auditors, administrators, counsel,
       depositories, valuation experts and other service providers that provide services to the
       Yucaipa Fund or its portfolio investments;

      travel and travel-related expenses arising from or related to a Yucaipa Fund or the
       discovery, evaluation, investigation, development, research, acquisition, consummation,
       ownership, administration, maintenance, monitoring, or disposition of a portfolio
       investment or potential investment, including commercial and non-commercial
       transportation costs (including, but not limited to, private aircraft owned and operated by
       the general partner or managing member);

      taxes, fees and other governmental charges;

      insurance premiums, indemnification obligations and litigation expenses; and

      costs and expenses of maintaining such Yucaipa Fund and any of its subsidiaries,
       including expenses incurred in the organization, operation and restructuring of such
       subsidiary entities, and the dissolution, winding up and termination of such Yucaipa
       Fund.

Given the nature of the Yucaipa Funds’ investment program, Yucaipa infrequently transacts
through broker-dealers. On such occasions, brokerage costs are incurred in accordance with
Yucaipa’s brokerage practices, a discussion of which may be found at Item 12 of this brochure.

As stated above, if Yucaipa or its affiliates receive certain fees and compensation, such as
transaction and monitoring fees, directors’ fees, break-up fees or other similar fees as described
above (including, in each case, any such fees and income paid by portfolio companies of any of
the Yucaipa Funds) in connection with the Yucaipa Funds’ investments, then some or all of the
amounts received (net of related expenses paid by Yucaipa or its affiliates) will generally be
applied to reduce and offset management fees otherwise payable by the applicable Yucaipa
Fund. The portion applied as an offset in this manner will depend on the specific type of fees or
income involved and will be based on a percentage specified in the governing documents for the
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ITEM 7 - TYPES OF CLIENTS

Yucaipa, through its controlled affiliates, generally provides investment advice solely to the
Yucaipa Funds, which are private equity investment funds and related investment vehicles.
Interests in the Yucaipa Funds are offered privately only to qualified investors, typically
institutional investors (for example, public and private pension funds). Yucaipa typically
imposes a minimum investment in connection with investing in a Yucaipa Fund of $10-15
million, although such minimums may be waived in the discretion of Yucaipa. On occasion,
Yucaipa may also offer investment opportunities to its qualified professional personnel, as well
as other qualified institutions or individuals who have a pre-existing relationship with Yucaipa or
offer expertise or other assistance with respect to a particular investment area or portfolio
investment. In addition, Yucaipa and/or its affiliates make capital commitments to the Yucaipa
Funds, for investment at the same time and on the same terms (at the level of the portfolio
investment) as other commitments to the Yucaipa Funds.