Springdale Capital LLC

Item 5 Fees and Compensation
Description
For our financial advisory services, we receive management fees equal to 0.5% of the value of
the assets in a client’s account per annum.

For our special situations services, we receive management fees equal to 1% of the value of the
assets in a client’s account per annum. Subject to us exceeding a 7% hurdle rate (the “Hurdle
Rate”), we will also receive a performance fee equal to 20% of the cumulative new profits on the
assets in a client’s account that exceed the Hurdle Rate since the later of (i) the creation of the
client’s account, or (ii) the date of the last assessment of a performance fee. For the avoidance
of doubt, we will not receive a performance fee to the extent the aforementioned cumulative new
profits do not exceed the Hurdle Rate.

For the consultancy services, no fixed fee schedule exists, and compensation is negotiable.

With respect to certain limited advisory services that we may perform on an ad hoc basis
compensation is generally based on a fixed dollar amount or percentage of assets under
management. Such compensation is negotiable.

We have the discretion to reduce or waive any fees described above.

Fee Billing
We respect to our financial advisory services, all management fees are billed and payable
quarterly in arrears and will be based on the valuation of the client’s account at the end of the
quarter. We may invoice clients on an annual basis in arrears, in which case the fee will be
calculated on the average of the four quarterly balances. Alternatively, clients may choose to
direct the custodian to enact the Automatic Billing option, whereby the custodian will charge to
the client’s account the management fee as a percent of the net liquidation value, entered as an
annualized percentage, applied on a daily, monthly or quarterly basis.

With respect to our special situations services, all management fees are billed and payable
quarterly in arrears and will be based on the valuation of the client’s account at the end of the
quarter. We may invoice clients on an annual basis in arrears, in which case the management
fee will be calculated on the average of the four quarterly balances. The performance fee,
calculated on the basis of the cumulative new profit that exceeds the Hurdle Rate, will be paid
annually in arrears, based on the year-end balance of the client’s account and subject to
Section 205 of the Investment Advisers Act of 1940. Cumulative new profit is calculated on a
“high water mark” basis and is only recognized to the extent that the account’s all time high
value as of the end of the immediately preceding calendar year is exceeded in the current
measurement period. Calculation of the account’s all time high value will be adjusted for capital
contributions and withdrawals. No performance fee will be charged if the client’s account does
not exceed the current “high water mark” and the Hurdle Rate.

Alternatively, the special situations clients may choose to direct the custodian to enact the
Automatic Billing option, whereby the custodian will charge to the client’s account the
management fee of 1% of the net liquidation value, entered as an annualized percentage,
applied on a daily basis. The Automatic Billing option will charge the 20% performance fee to
the client’s account. Under Automatic Billing, the performance fee is applied to the mark-to-
market profits and losses (positive or negative) at the end of each day. If at the end of the
billing period the accumulated fee calculation is below the Hurdle Rate, no fee will be charged.
The Automatic Billing calculation will be performed annually as of December 31.

With respect to our consultancy services, fees are billed on a variable and negotiable basis.

With respect to certain limited advisory services that we may perform on an ad hoc basis, fees
are billed on a variable and negotiable basis.

Other Fees
The fees discussed above are compensation solely for the services provided by us to our
clients. Fees and expenses charged by the custodian shall be in addition to and distinct from
the fees charged to the client by us. Refer to the section on Brokerage for further explanation of
possible fees incurred via custodial or brokerage services.

Fees Paid in Advance
Not Applicable.

Additional Compensation
Not Applicable.

Item 7 Types of Clients

Description
We provide investment advice to individuals, institutions, high net worth families and pooled
investment vehicles.

Account Minimums
For our financial advisory services, the minimum investment is $500,000. For our special
situations services, the minimum investment is $250,000. We may waive such account
minimums. With respect to certain limited advisory services that we may perform on an ad hoc
basis, minimum investment requirements are negotiable. Our consultancy business has no
direct management aspect; therefore account minimums are not applicable.