MOAB Capital Partners 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.

           Moab Partners typically charges fees that are based upon a set percentage of assets
           under management and performance. Set forth below are summaries of the fees payable
           by Investors in the Funds. It should be noted that detailed disclosure about the fees and
           other expenses applicable to an investment in the Funds is provided in the operative
           documents for the applicable Fund. Those operative documents should be carefully
           reviewed prior to making an investment in the Funds.

           Investors in the Funds are typically charged a Management Fee equal to approximately
           1.5% to 2% per annum, based on class of shares or interests, of the amount invested in
           a particular Fund, payable monthly in arrears.

           Investors in the Funds are also typically charged an Incentive Fee/Performance
           Allocation equal to 20% per annum of the net profits allocable to the amount invested
           in a particular Fund.

           The Management Fee and Incentive Fee/Performance Allocation are negotiable in that
           Moab Partners reserves the right to reduce, waive or calculate differently such fees for
           certain Investors. In particular, principals, employees and certain affiliates of Moab
           Partners currently invested in the Funds are not charged a Management Fee or an
           Incentive Fee/Performance Allocation.

           Moab Partners receives compensation for its advisory services to the Sub-Advisory
           Fund pursuant to the terms of the investment management agreements. Such
           compensation includes a management fee and/or incentive fees.

           It is critical that Investors refer to their respective Fund’s governing documents for
           a complete understanding of how Moab Partners is compensated for its advisory
           services. The information contained herein is a summary only and is qualified in its
           entirety by the relevant Fund governing documents.

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.

           Moab Partners (or an affiliate) deducts fees from the Funds’ assets and such fees are
           calculated by the Funds’ administrator.

           The Funds charge an asset-based Management Fee equal to approximately 1.5%-2%
           per annum, based on the class of shares or interests, of the amount invested in a
           particular Fund as of the last business day of a calendar month (prior to the accrual of
           any Incentive Fee/Performance Allocation and any redemptions or withdrawals as of
           such last business day). Such fee is typically paid monthly in arrears. The Management
           Fee is prorated for amounts held for less than a full calendar month.

           The Funds also charge an annual performance-based Incentive Fee/Performance
           Allocation equal to 20% of the appreciation in each Investor’s account balance during

           the year. The Incentive Fee/Performance Allocation is calculated and charged
           separately with respect to each Investor and/or class of shares or interests within each
           client Fund. If an Investor redeems or withdraws all or a portion of its capital account
           on a date other than December 31, an Incentive Fee/Performance Allocation will be
           made on the amount redeemed or withdrawn for the period since the prior January 1,
           and any applicable Management Fee will be deducted from the amount redeemed or
           withdrawn for the period from the preceding month end to the date of redemption or
           withdrawal.

           Moab Partners and/or the General Partner, in their sole discretion, may, in effect, waive
           or reduce the Management Fee and/or the Incentive Fee/Performance Allocation to be
           paid by Investors for any reason.

           The Sub-Advisory Fund relationship is subject to terms that are individually negotiated
           between Moab Partners and the Sub-Advisory Fund. A complete description of all fees,
           the methods of billing and how often such fees are charged for the Sub-Advisory Fund
           is disclosed within the respective investment management agreements entered into by
           Moab Partners and Sub-Advisory Fund.

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 pays all of its operation expenses.

           Offshore Feeder expenses include any fees, costs or expenses the Offshore Feeder,
           Moab Partners or their affiliates reasonably incur in connection with the operation of
           the business and maintenance of the Offshore Feeder. Such expenses include but are
           not limited to: (a) the Management Fee and the Incentive Fee; (b) U.S. federal, state
           and local taxes, filing and registration fees of the Offshore Feeder, Moab Partners and
           their affiliates (other than taxes on the income of the Moab Partners and their affiliates);
           (c) all costs, fees and expenses relating to shareholder communications and relations,
           accounting and the preparation and mailing of financial, tax and performance
           information to shareholders, including an allocable share of Moab Partners’ costs, fees
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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.

Moab Partners provides investment advisory services to pooled investment vehicles operating as private
investment funds.

The minimum initial contribution to the Moab Funds is $2,000,000, subject to reduction at the discretion
of Moab Partners or an affiliate. Additional contributions to the Moab Funds must be at least $1,000,000,
also subject to reduction at the discretion of Moab Partners or an affiliate. The fee arrangements and
investment terms of the Sub-Advisory Fund have been individually negotiated.