OCO Capital Partners LP

Item 5 Fees and Compensation

   A.      Compensation for Advisory Services

OCO’s current fee schedule is generally as follows:

    •     Management Fee: 1.5% for management services, payable quarterly in arrears,
          of the balance of each capital account

    •     Incentive Allocation/Fee: 15% of any net capital appreciation in a given capital
          account will be allocated to the General Partner’s capital account, calculated at
          the end of each fiscal year. Incentive Fees are subject to a high- water mark, with
          no modifications.

Compensation to the General Partner. The General Partner, an affiliate of OCO, may
receive an Incentive Allocation based on the realized and unrealized net capital
appreciation, if any, in the net assets of the Fund. Accordingly, the Incentive Allocation,
which arrangement was arrived at without negotiation with any third party, may create an
incentive for OCO to cause the Fund to make investments that are riskier or more
speculative than would be the case if such compensation were not performance-based,
particularly in any period after losses have been suffered. In addition, because the Incentive
Allocation is calculated on a basis that includes unrealized appreciation, the Incentive
Allocation will be different from (and may be greater than) the result that would have been
obtained if the Incentive Allocation were calculated based solely on realized gains.

   B.      Payment of Fees

The Fund retains a third-party administrator that is responsible for authorizing the payment
of fees to OCO.

The General Partner and OCO will not be subject to the Management Fee or Incentive
Allocation/Fee with respect to their own investment in the Fund, if any. In the General
Partner’s sole discretion, employees of OCO and their family members or affiliated entities
(the “Exempt Partners”) will not be subject to the Management Fee or Incentive
Allocation/Fee. In addition, OCO, in its sole discretion, may reduce or waive the
Management Fee attributable to any Limited Partner without any obligation to provide
notice to or obtain the consent of any other Limited Partner.

   C.      Other Fees and Expenses

In partial consideration for the Management Fee, OCO bears the administrative expenses
of the Fund and provides to the Fund office space and utilities, news, quotation and
computer equipment and services, administrative services, and secretarial, clerical and
other personnel.

The Fund will bear all other expenses relating to the business and affairs of the Fund (and
its pro rata portion of such costs and expenses incurred at the Master Fund level (generally
based on the Onshore or Offshore Funds’ net asset value relative to the net asset value of
the Master Fund)), as disclosed in the Funds’ offering documents. The expenses the Funds
will bear include, without limitation: investment expenses (e.g., brokerage commissions,
interest on margin accounts and other indebtedness, borrowing charges on securities sold
short, bank charges, custodial fees, clearing and settlement charges, interest expense);
entity-level taxes; regulatory filing fees (e.g., expenses related to the filing of Form PF);
expenses regarding audit, tax and accounting (including middle/back offices services); fees
and expenses related to risk services (such as RiskMetrics); bank service fees and
withholding and transfer fees; research-related expenses including professional fees and
expenses of consultants in connection with investments such as economic consultants;
expenses and fees relating to the Administrator; extraordinary expenses, if any (e.g.,
indemnification expense); and any other expenses related to the purchase, sale or
transmittal of Fund assets (including diligence of Fund investments).

Investors are reminded to review the Funds’ offering documents for more detailed
information related to expenses borne by the Funds.

Item 6 Performance-based Compensation

Please see response to Item 5.A above.

Item 7 Types of Clients

Please see response to Item 4 above.

OCO provides investment advisory services to private fund clients, which generally require
a minimum initial investment of $1 million per investor; The General Partner of the Funds
may waive the minimum investment amount.

Interests in the Funds are suitable investments only for sophisticated investors for whom
an investment in the Fund does not constitute a complete investment program and who
fully understand, and are willing to assume, and have the financial resources to withstand,
the risks involved in the Funds’ specialized investment program and to bear the potential
loss of their entire investment in the Fund..

The Fund reserves the right to enter into agreements with certain limited partners that may
provide more favorable terms to such investors, such as but not limited to, liquidity.