Cohanzick Management LLC

Item 5. Fees and Compensation:

               Generally: The Firm provides investment advisory services for a fee. Fees are individually
               negotiated and may vary based on the type of account and the strategy that the account
               follows, among other things. Circumstances considered when negotiating fees may include,
               without limitation, customary market rates, specialized guidelines, and other
               performance/incentive fee/allocation arrangements with the client. Management fees are
               calculated based on an annual percentage of the value of the assets under management. Please
               refer to the respective investment advisory agreement, MF prospectus and advisory
               agreement or Fund offering materials for further information on how the Firm charges and
               collects fees and expenses that are charged to a particular client.

               In addition, the Firm may collect performance/incentive fees/allocations based on the
               performance of investments. Please refer to Item 6, below, for a more detailed description of
               performance/incentive fees/allocations, and related conflicts of interest.

       (A)     Payment of Fees: Pursuant to a SMA client’s investment management agreement, annual
               advisory fees charged are based on assets under management and are generally paid quarterly
               in advance or in arrears; however, accounts may be set up which are billed monthly. All fees
               and account minimums are negotiable. In general, SMA clients pay an annualized asset-based
               fee ranging from 0.20% to 1.0% of assets under management based on the size and nature of
               the account, the type of management services provided and the relationship with the client.

               In connection with its services to the Funds, in general, the Firm shall receive a management
               fee, payable quarterly, in an amount equal to a percentage of the net asset values of the capital
               accounts or shares of each investor at the beginning of each quarter, before the deduction of
               any performance allocations or fees. A pro rata management fee will be charged to investors
               admitted to the Funds during any quarter. This is only a representative fee schedule, and the
               Firm may receive a higher or lower management fee for advisory services provided to the
               Funds and may receive such fees on a monthly basis. Investors in a Fund should review the
               Fund’s offering memorandum to become familiar with the terms and conditions of their
               investment. The Funds may also be subject to Performance Fees (defined below) as disclosed
               in the relevant offering memorandum for each Fund. If a Fund managed by the Firm or an
               affiliate of the Firm invests in another Fund or MF managed by the Firm or an affiliate of the
               Firm, the value of that investment will be deducted from the calculation of the management
               fee for that Fund.

               Regarding services to RiverPark, the Firm shares RiverPark’s stated investment management
               fee of 0.65% with RiverPark Advisors LLC. Since RiverPark has a total expense cap, the
               Firm may not earn the full management fee. Further, the Firm and/or RiverPark Advisors,
               LLC may not only forgo the management fee but also may provide capital to support the
               venture. Fees are typically charged as a percentage of assets under management. While this
               fee is expressed as an annual percentage, it is generally calculated based on the daily average
               market value of the MF’s securities portfolio held during the month.

       Additional Fees and Expenses: On a case by case basis, the Firm may charge a client a fixed fee for
               services rendered. An example of a fixed fee charged may be for monitoring a portfolio or a
               project oriented task. Currently the Firm has no clients utilizing this fee structure.

               Clients will incur brokerage and other transaction costs, including research expenses and legal
               fees. Clients should review carefully Item 12 which discusses conflicts of interest related to
               brokerage practices. Brokerage commissions and/or transaction ticket fees charged by the
               custodian will be billed directly to the client. The Firm will not receive any portion of such
               commissions or fees from the custodian or client. In addition, clients pay charges imposed
               directly by affiliated or unaffiliated mutual funds and exchange traded funds. Client assets
               invested in the Funds may be subject to management fees, performance fees, and other

               expenses charged by such Funds. Such fees and expenses are exclusive of, and in addition to
               Cohanzick’s fees.

               SMA clients will also bear any agreed upon expenses as set forth in the relevant investment
               management agreement.

               Organizational Expenses: A Fund may, as disclosed in its offering memorandum, reimburse
               the Firm and/or its affiliates for all expenses related to the organization and initial offering
               expenses of a Fund, including, but not limited to, legal and accounting fees, printing and
               mailing expenses and government filing fees (including blue sky filing fees).

               Operating Expenses: A client may pay or reimburse the Firm and its affiliates for: (i) all
               expenses incurred in connection with the ongoing offer and sale of interests or shares in a
               client, including, but not limited to, marketing expenses, documentation of performance and
...

Item 7. Types of Clients:

                The Firm provides discretionary investment management advice to SMA clients and Private
                Funds, and the Firm serves as the sub-adviser to two MFs.

                Account Requirements and Investment Minimums. Each Fund executes a written agreement
                with the Firm, granting the Firm authority to manage its assets and setting out minimum and
                ongoing investment requirements. All such terms are subject to negotiation.

                In general, the minimum initial investment accepted by the Fund is $250,000. Each additional
                investment, in general, must be at least $250,000. The Fund may accept lesser amounts in
                certain circumstances.

                An average investment of approximately $5 million is typically required to open an SMA.
                However, the Firm may accept lesser amounts based on the particular circumstances of a
                prospective client. The Firm requires SMA clients to execute a written investment

                management agreement, granting the Firm authority to manage their assets. SMAs are subject
                to minimum account sizes which vary depending upon the strategy of the account.

                Please refer to Item 5. Fees and Compensation for more information.