Zebedee Capital Partners LLP

Item 5.        Fees and Compensation
Management Fees

In its sole discretion, the Firm may waive the management fee partially or in its entirety for any
investor, including related persons of Zebedee, or enter into agreements known as side letters with
certain investors which provide, among others, for reduced management fees and/or performance
fees.

Each of the Funds also pays an annual incentive fee/incentive allocation as outlined in Item 6
below.

Details of both management fees and performance fees/incentive allocations for each Fund are set
out in detail in the respective management agreements and private placement memoranda
(“PPM”) applicable to each Fund.

Growth Fund
Zebedee receives from the Fund an investment management fee equal to 1/12 of (i) 1.0 per cent
per month of the net asset value of the Early Investor shares, the Class C US$ shares, the Class E
shares and the Class F shares, (ii) 1.5 per cent per month of the net asset value of the Class A
shares and (iii) 0.5 per cent per month of the net asset value of the Class B US$ shares (in each
case before deduction of that month’s investment management fee and before deduction for any
accrued performance fees), as at each Valuation Day, payable monthly in arrears. Zebedee is not
entitled to receive from the Growth Fund an investment management fee with respect to the Class
D Sterling shares.

Focus Fund

Zebedee receives from the Focus Fund an investment management fee equal to 1/12 of 1.5 per
cent per month of the net asset value of the shares (before deduction of that month’s investment
management fee and before deduction for any accrued performance fees) as at each Valuation
Day, payable monthly in arrears.

Expenses

In addition to the administrator fees, depository fees and prime broker and custodian fees outlined
in the Funds’ PPMs, the Funds also pay the costs and expenses of (i) all transactions carried out
by them or on their behalf and (ii) the administration of the Funds including (a) the charges and
expenses of legal advisers and auditors and other service providers, (b) brokers’ commissions (if
any), borrowing charges on securities sold short and any issue or transfer taxes chargeable in
connection with any securities transactions, (c) all taxes and corporate fees payable to
governments or agencies, (d) Directors’ fees (if any) and expenses, (e) interest on borrowings,
including borrowings from the Prime Brokers and Custodians, (f) communication expenses with
respect to investor services and all expenses of meetings of shareholders and of preparing, printing
and distributing financial and other reports, proxy forms, prospectuses and similar documents, (g)
the cost of insurance (if any) for the benefit of the Directors, (h) litigation and indemnification
expenses and extraordinary expenses not incurred in the ordinary course of business, (i) the cost
of obtaining and maintaining a listing of the Shares on any stock exchange and (j) all other
organisational and operating expenses.

Such other fees, charges and expenses, as well as dealing commissions and other non-monetary
benefits, payable by the Funds are charged at normal commercial rates.

The maximum amounts of the fees charges and expenses borne (directly or indirectly) by
Shareholders will depend on a number of factors including, but not limited to, portfolio turnover,
level of borrowings and the value of short sales.

Redemption Fees

Focus Fund
A redemption fee of 2 per cent of redemption proceeds will be payable on shares redeemed within
six calendar months immediately following the date of issue of such shares, or, in the case of
Class A or Class B Non-Voting US$ shares created as a result of re-designation of either Class A
or Class B US$ shares, the date of issue of such Class A or Class B US$ shares. This fee will
reduce to 1 per cent of redemption proceeds with respect to shares redeemed within the following
six months. No redemption fee will be payable on shares held by the redeeming shareholder for
more than twelve calendar months following the date of issue of such Shares. The Directors may
waive the payment of a redemption fee at their discretion. The redemption fee will be retained by
the Fund.

Growth Fund
No redemption fees are payable in respect of Early Investor shares, Class A shares,
Class B US$ shares, Class C US$ shares and/or Class D Sterling shares.

A Class E redemption fee of 4 per cent of the relevant redemption proceeds will be payable on
Class E Shares redeemed within 12 months of issue or acquisition. Shares will be treated as
redeemed on a first in, first out basis for the purpose of determining whether a redemption fee is
payable.

A Class F redemption fee of 4 per cent of the relevant redemption proceeds will be payable on
Class F shares redeemed within 24 months of issue or acquisition. Shares will be treated as
redeemed on a first in, first out basis for the purpose of determining whether a redemption fee is
payable.

Item 7.        Types of Clients
As mentioned in Item 4, Zebedee provides investment advisory services on a discretionary basis
to two private funds, each of which is offered to U.S. investors in reliance on the exemption from
registration contained in Section 3(c)(7) of the 1940 Investment Company Act, which requires the
Funds to be offered on a private placement basis only to "qualified purchasers", as that term is
defined in the 1940 Investment Company Act.

For the Focus Fund, the minimum initial investment per subscriber is €1,000,000 in the case of
Euro shares, £1,000,000 in the case of Sterling shares and US$1,000,000 in the case of US$ shares
or such lesser amount as the Directors may in any particular case determine provided that such
lesser amount is not less than €250,000, £250,000 or US$250,000 respectively. The minimum
amount of additional subscriptions is €1,000,000 in the case of Euro shares, £1,000,000 in the
case of Sterling shares and US$1,000,000 in the case of US$ shares or such lesser amount as the
Directors may in any particular case determine. These requirements do not apply to direct or
indirect subscriptions by Zebedee or any of its members, employees, or connected persons,
provided that the minimum initial investment is not less than US$100,000 or the Euro or Sterling
equivalent thereof, as appropriate.

For the Growth Fund, the minimum initial investment per subscriber is €250,000 in the case of
Euro shares, £250,000 in the case of Sterling shares and US$250,000 in the case of US$ shares or
such lesser amount as the Directors may in any particular case determine provided that such lesser
amount is not less than US$100,000 or the Euro or Sterling equivalent thereof. The minimum

amount of additional subscriptions is €250,000 in the case of Euro shares, £250,000 in the case of
Sterling shares and US$250,000 in the case of US$ shares or such lesser amount as the Directors
may in any particular case determine. These requirements do not apply to direct or indirect
subscriptions by Zebedee or any of its members, employees or connected persons, provided that
the minimum initial investment is not less than US$100,000 or the Euro or Sterling equivalent
thereof, as appropriate.

All share classes in the Funds are available in USD, Euro and GBP Sterling.