Stadium Capital Management LLC

Item 5.        Fees and Compensation

SCM’s (or SCMGP’s) compensation is negotiable and varies, but typically, it charges an annual
fee of 1.5% of (a) each client account’s net asset value less (b) the portion (if any) of the account’s
cash balances that exceed 25% of its net asset value (which amount is payable in quarterly
installments at the beginning of each calendar quarter based on the net asset value of each client’s
account on the date the fee accrues and becomes payable). SCM (or SCMGP) also typically is
allocated from each limited partner in an investment limited partnership a performance allocation
equal to 20% of net profits (including both realized and unrealized gains and losses) otherwise
allocable to such limited partner that exceed a specified “hurdle amount”. Performance allocations
are assessed in arrears on an annual basis (and on withdrawals with respect to the amount
withdrawn). SCM complies with Rule 205-3 under the Investment Advisers Act of 1940, to the
extent required by applicable law. Performance allocations and fees may create an incentive for
SCM to make more risky and speculative investments than it would otherwise make.

SCM (or SCMGP) typically deducts management fees and performance allocations and fees
directly from client accounts.

SCM does not receive management fees from Special Opportunity, but it receives carried interest
distributions with respect to each investor equal to 50% of the distributions that such investor
would otherwise receive after such investor has been returned its capital contributions and a
specified internal rate of return.

Accounts that invest in mutual funds also pay, indirectly, investment advisory fees to the managers
of those funds.

SCM believes that its fees are competitive with fees charged by other investment advisers for
comparable services. Comparable services may be available, however, from other sources for
lower fees.

The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject
to the Employee Retirement Income Security Act of 1974 and that invests in an investment limited
partnership of which SCMGP is general partner, to use the “alternative reporting option” to report
SCM’s (or SCMGP’s) compensation as “eligible indirect compensation” on the Schedule C of the
plan’s Form 5500 Annual Return/Report of Employee Benefit Plan.

Relationships with SCM’s investment partnership clients are terminable on expiration of the
partnership’s term, dissolution of the partnership or on SCMGP’s withdrawal as general partner.
Each limited partner may withdraw from a partnership, on specified prior written notice, on the
last day of any calendar quarter (depending on the terms of the partnership agreement) that occurs
on or after the day preceding the first anniversary of such limited partner’s admission to the
partnership; provided, however, that investors in Special Opportunity do not have withdrawal
rights.

Except as may be otherwise negotiated in particular cases, the holder of an individually managed
account may terminate the account by giving one day’s prior written notice.

In all cases, expenses, the pro rata portion of the management fee and the performance allocation
or fee through the date of termination are charged to the account. All prepaid but unearned
management fees are refunded on termination of a client’s account. An investor who withdraws
from a fund on a date other than the last day of a quarter or other appropriate period, however,
does not receive a refund of the management fee previously paid.

Each account is responsible for its own costs and expenses, including, among other things, all costs
and expenses associated with negotiating and entering into contracts and arrangements in the
ordinary course of the client’s business (including certain investment research expenses), all
expenses incurred in visiting companies and attending research conferences (for example, air fare,
hotel accommodations and meals), trading costs and expenses (such as brokerage commissions,
expenses related to short sales, and clearing and settlement charges), ongoing legal, accounting
and bookkeeping fees and expenses, costs of communication with limited partners and prospective
limited partners (including travel expenses), and the fees and expenses charged by any fund
administrator for its accounting, bookkeeping and other services. Each client account agreement
details the specific expenses to be borne by that client’s account. SCM bears its own operating,
general, administrative and overhead costs and expenses, other than the expenses described above.

All or a portion of these costs and expenses may be paid, however, by securities brokerage firms
that execute clients’ securities trades, as discussed in Item 12 below.

Item 7.        Types of Clients

SCM provides investment advice to investment funds and may provide investment advice to other
accounts. Investors in the funds are required to invest a minimum of $1 million, but SCM may
waive this minimum. SCM generally requires a minimum of $100 million to open an individually
managed account, but may waive this minimum. Separate account clients may include high-net-
worth individuals, institutions, trusts, endowments and pension plans.