Glenhill Capital Advisors LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your
           fee schedule. Disclose whether the fees are negotiable.

           The Funds offer interests or shares (as applicable) only to certain qualified
           investors and admission in the Funds is not open to the general public. Interests
           or shares (as applicable) are sold only to qualified investors who are “accredited
           investors” under Rule 501 of Regulation D of the Securities Act of 1933, as
           amended, and “qualified purchasers” as such term is defined in Section 2(a)(51)
           of the Investment Company Act of 1940, as amended. Each Fund’s offering
           documents contain a detailed description of the applicable Fund’s fee schedule.

           Fee arrangements with the SMA are individually negotiated.

           It is critical that Investors refer to the relevant Fund’s confidential private
           offering memorandum for a complete understanding of how Glenhill is
           compensated for its advisory services.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
           often you bill clients or deduct your fees.

           Glenhill deducts fees from each Fund’s assets. With respect to the Capital Funds,
           Glenhill generally deducts a management fee based on the net assets of each
           Fund, quarterly in advance (the “Management Fee”) while the Management Fee
           for the GLF Fund is deducted monthly in advance. The Long Funds are not
           subject to a management fee. The SMA may elect to be billed directly for fees or
           may authorize us to directly deduct fees from their account.

           Glenhill also charges performance-based compensation in the form of an incentive
           allocation or performance based fee (the “Incentive Allocation”). The Incentive
           Allocation is generally calculated and charged as of the last day of each fiscal
           year. The Incentive Allocation is also generally subject to a loss carryforward
           provision, such that generally an Investor will not be charged an Incentive
           Allocation until any net loss previously allocated to such Investor has been offset
           by subsequent net profits. It should be noted that the Incentive Allocation (and
           loss carryforward provision) may be calculated differently with respect to each
           Fund (or the type of interests held by Investors in each Fund).

           Glenhill or the General Partners (as applicable) and in their respective sole
           discretion, can waive, reduce or rebate the Management Fee or the Incentive
           Allocation for certain Investors.

           It is critical that Investors refer to their respective Fund’s confidential
           private offering memorandum for a complete understanding of how fees are
           deducted from their assets. This is particularly true with respect to the
           description of the performance-based compensation above. The information
           contained herein is a summary only and is qualified in its entirety by the
           relevant Fund’s confidential private offering memorandum.

           Further, because Glenhill charges some of its Advisory Clients a higher

           management fee and performance allocation, there is a potential conflict of
           interest with respect to the Advisory Clients who are charged higher fees.
           Glenhill may have an incentive to favorably allocate investments and refer
           investors to such Advisory Clients in order to increase the amount of fees payable
           to Glenhill.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection
           with your advisory services, such as custodian fees or mutual fund expenses.
           Disclose that clients will incur brokerage and other transaction costs, and
           direct clients to the section(s) of your brochure that discuss brokerage.

           Each Fund will pay for all expenses incurred in connection with the operation of
           such Fund (and its pro rata share of expenses incurred by a master fund, if
           applicable), including without limitation, accounting, audit and tax preparation
           expenses, withholding taxes, fees and expenses charged by the fund administrator,
           certain costs relating to tax and regulatory compliance regimes, a portion of
           premiums covering professional liability insurance, fees and expenses related to
           the preparation and filing of regulatory reports relating to the investment
           portfolios including but not limited to the Form PF, and legal fees and
           disbursements (whether incurred by the Fund or the applicable master fund or by
           Glenhill or the General Partner (if applicable) on the Funds’ behalf);
           indemnification expenses; commissions; clearing fees; research fees; fees, interest
           and other costs on margin accounts or other financings or re-financings;
           borrowing charges on securities sold short; custodial fees; bank service fees;
           third-party administration expenses; expenses in connection with the issuance of
           interests or shares (as applicable); expenses in connection with transactions
           directed to broker-dealers in part in recognition of investment research and
           information furnished or expenses for services rendered by broker-dealers in the
           execution of such orders and the use of such research and other services provided
           by such broker-dealers; and any other reasonable expenses related to the purchase,
           sale, holding or transmittal of Fund assets or liabilities as shall be determined by
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

Glenhill provides investment advisory services to pooled investment vehicles operating as private
investment funds as well as a separately managed account.

Each Investor in the Funds must meet the eligibility provisions outlined in Item 5.A above. The minimum
initial investment for each Fund is $1,000,000. These minimums are subject to waiver at the discretion of
the General Partners in the case of the Onshore Feeder, the Master Fund, the Long Funds, and the GLF
Fund, and the board of directors in the case of the Offshore Feeder; provided however, that with respect to
some funds, the initial subscription amount may not be less than the applicable statutory minimum which
is $100,000 for the Master Fund and the Offshore Fund.

Separately managed account relationships are individually negotiated but are generally subject to
significant account minimums.