Cooper Creek Partners Management 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.

           The Managed Account fees are negotiable and customized to each Advisory
           Client, who also meet the requirements of a qualified purchaser.

           Each Fund’s Governing Documents contain a detailed description of the
           applicable Fund’s fee schedule.

           It is critical that Investors and clients refer to the relevant Advisory Client’s
           Governing Documents for a complete understanding of how Cooper Creek
           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.

           Cooper Creek deducts fees from each Fund’s assets. With respect to the Feeder
           Funds, Cooper Creek generally deducts a management fee based on the net assets
           of each Feeder Fund, quarterly in advance (the “Management Fee”), subject to
           adjustment for any subsequent intra-quarter additions or distributions. The UCITS
           Fund deducts a management fee on the net assets monthly in arrears. It should be noted
           that the Management Fee may be calculated differently with respect to the type
           of interests held by Investors in each Fund.

           Managed Account Fees are billed quarterly in arrears to each Advisory Client.

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

           From time to time, Cooper Creek will waive, reduce or rebate the Management
           Fee or Performance Allocation for certain Investors.

           As further described in Item 5.A, Cooper Creek will charge the Managed Account
           a Management Fee and performance-based fee that is billed quarterly or annually

           as further described in the Governing Documents of each Managed Account.

           It is critical that Investors and Managed Account clients refer to their
           respective Governing Documents 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 Governing Documents.

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.

           In addition to fees payable to Cooper Creek, the Advisory Clients will generally
           incur certain expenses including the following:

               •   Organizational and offering costs (including any start-up expenses
                   advanced by Cooper Creek/ the Managing Members);
               •   Expenses in connection with investment activities, including brokerage,
                   margin interest, banking, clearing and custody charges, research and
                   research related costs, interest, taxes, filing and reporting;
               •   Legal, bookkeeping, accounting, auditing, consulting, tax preparation
                   and related charges;
               •   Expenses associated with the continued offering of Interests;
               •   Operational expenses of the Advisory Clients;
               •   Extraordinary (including indemnification) expenses, if any, involving the
                   Advisory Clients; and
               •   Fees to the administrator.

           The Offshore Fund will also be responsible for:
              • Director’s and Officers’ liability insurance;
              • Director’s fees and expenses; and
              • Cayman Islands government fees and related expenses.

           In addition, with respect to the Domestic Fund, the Managing Member currently
           is responsible for the payment of all of its overhead and operational expenses, but
           may, in the future, determine to charge some of those expenses to the Domestic
           Fund. It will not do so, however, without at least 30 days prior notice to the
           Domestic Fund’s Investors.

           Please note that Investors will indirectly incur brokerage and other transaction
           costs related to their investment in the Funds. Please see Item 12 of this brochure
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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.

Cooper Creek provides investment advisory services to pooled investment vehicles operating as private
investment funds. Each Investor in the Advisory Clients must meet the eligibility provisions outlined in
Item 5.A above. The minimum initial investment for the Master Fund is generally $100,000. The Firm has,
and may in the future, in its sole discretion, charge a lower (or waive entirely) management fee for certain
Clients or investors.

Additional subscriptions must be in $250,000 increments. These minimums are subject to waiver at the
discretion of the Managing Member (in the case of the Domestic Fund and the UCITS Fund) and Directors
(in the case of the Offshore Fund), but in the case of the Offshore Fund, the initial subscription amount may
not be less than the applicable statutory minimum which is $100,000.

The Managed Accounts are set up for a certain strategic investor, at Cooper Creek’s sole discretion, and is
subject to individually negotiated terms.