Rosenthal Henry Capital Advisors Inc

Item 5 - Fees and Compensation
We provide investment advice to OFV, LP, and QP for a management fee. OFV, LP, and QP also
may pay RHCA performance-based compensation as described in Item 6 below. RHCA generally
does not negotiate the management fees with the advised funds’ investors.

For OFV, the management fee percentage is based on each investor’s total capital contributed to
OFV and generally ranges from 0.66% to 2.00% pursuant to the following table:

          Form ADV Part 2A: Investment Adviser Brochure

                       Investor’s Capital                 Annual Fee %
                         Below $500,000                            2.00%

                                                       2.00% on first $500,000, 1.25%
                        $500,000- $999,999
                                                                 thereafter

                                                         1.25% on first $1,000,000,
                      $1,000,000- $1,999,999
                                                             1.00% thereafter

                                                         1.00% on first $2,000,000,
                      $2,000,000- $2,999,999
                                                             0.75% thereafter

                                                         0.75% on first $3,000,000,
                      $3,000,000- $4,999,999
                                                             0.66% thereafter

                      $5,000,000 and Above                         0.66%

For LP and QP, the management fee is based on a specific percentage of each investor’s share of
the net asset value of the applicable fund at month end, and generally ranges from 1.00% to
1.75% of each investor’s pro rata share (based on the investor’s percentage interest in the fund)
of the fund’s net asset value, pursuant to the following table:

                Aggregate Capital                      Management Fee %
                      Less than $250,000                            1.75%

                                                            1.75% on first $250,000,
                        $250,000- $499,999
                                                                1.25% thereafter

                                                            1.50% on first $500,000,
                        $500,000- $749,999
                                                                0.75% thereafter

                                                            1.25% on first $750,000,
                        $750,000- $999,999
                                                                0.25% thereafter

                     $1,000,000 and Above                           1.0%

           Form ADV Part 2A: Investment Adviser Brochure

Management fees for OFV are paid quarterly in advance and management fees for LP and QP are
paid monthly in advance. We send invoices to Gryphon Group (the funds’ independent third-party
administrator), who controls the funds’ check disbursements.

In addition to the management and performance fees paid to us, the funds may incur operating
expenses, including, but not limited to, investment expenses (e.g., brokerage commissions,
clearing and settlement charges, custodial fees, interest expenses, research expenses),
professional fees (including without limitation, expenses of consultants and experts relating to
particular investments), travel expenses related to investments, legal expenses, fees of the
administrator, internal and external accounting, audit and tax preparation expenses, costs of
printing and mailing reports and notices, entity-level taxes, corporate licensing, regulatory
expenses (including filing fees), organization expenses, expenses relating to the offer and sale of
interests, and extraordinary expenses. Those fees are separate and distinct from the fees and
expenses charged by us. Please see Item 12 of this brochure regarding the broker/custodian
relationship.

We do not accept any compensation for the sale of securities or other investment products,
including asset-based sales charges or fees from the sale of mutual funds. Please see Item 6 for

Item 7 - Types of Clients
We provide management supervisory services to our clients, OFV, LP, and QP. These funds are
privately-offered pooled investment vehicles that rely on the Section 3(c)(1) or 3(c)(7) exemptions
from the definition of “investment company” under the Investment Company Act of 1940, as
amended (the “1940 Act”). The funds’ investors may include, but are not limited to, high-net worth
individuals, pension and profit sharing plans, trusts, estates, charitable organizations, endowments,
corporations, and other business entities.

            Form ADV Part 2A: Investment Adviser Brochure
The funds that rely on the Section 3(c)(1) exemption under the 1940 Act will accept investments
from U.S. investors that meet the definition of an “accredited investor” under Rule 501(a) of the
Securities Act of 1933, as amended, and who also meet the definition of a “qualified client” under
the Investment Advisers Act of 1940, as amended. The funds that rely on the Section 3(c)(7)
exemption under the 1940 Act will accept investments from U.S. investors that, in addition to being
accredited investors and qualified clients, also meet the definition of a “qualified purchaser” under
Section 2(a)(51)(A) of the 1940 Act. “Knowledgeable employees” of RHCA (as defined under the
1940 Act) may also invest in any of the funds. The minimum investment for a limited partner in
each of OFV, LP, and QP is $100,000.

 Item–8 - Method of Analysis, Investment Strategies and Risk of Loss

 OFV

 The investment objective of OFV is to generate both current income and long-term capital
 appreciation on its capital through investments in the securities of publicly-traded bank and thrift
 holding companies and insured depository institutions. OFV will look for undervalued bank and
 thrift holding companies and insured depository institutions in cities whose economic base is
 well diversified. It intends to focus on investments in well-established, well-managed
 community, super-community, and regional banking organizations. OFV generally will not buy
 securities in full blown “turnaround” or “deeply distressed” opportunities. OFV may also seek to
 generate investment returns by taking “short” positions in the securities of certain banking
 organizations and using instruments other than equities, such as put and call options.

 With respect to its “long” investments, OFV’s focus will be on banking organizations. OFV
 seeks to invest in solid, stable companies – but which may be potential takeover or acquisition
 targets due to a variety of factors, including but not limited to, current operating performance or
 market conditions. These banking organizations may be community, super-community, small or
 large regional banking organizations or thrifts. OFV seeks to invest in banking organizations that
 have competent and capable management teams and boards of directors who are focused on
 maximizing shareholder value.

 RHCA intends to conduct quantitative and qualitative due diligence on potential target companies.
 The quantitative analysis will include a review of the markets in which the company operates.
 Additionally, RHCA utilizes historical financial data and modeling or forecasting to review the
 near-term and long-term strengths and weaknesses of all key performance indicators including
 asset quality indicators for loans and investments, overall existing and projected capital levels,
 asset/liability position/sensitivity, liquidity, deposit make-up and cost structure, efficiency ratios,
 and current and projected facility needs.

 The qualitative analysis will examine the core processes critical to the success of banking
 organizations, such as the loan approval process, credit administration function, sales
 management approach, incentive compensation systems and asset-liability management, and the
 “culture” of the organization and strength of its management team. RHCA may use a variety of
 sources to gather information for the qualitative analysis, including conducting management
 interviews and on-site visits, attending annual meetings of shareholders, participating in

           Form ADV Part 2A: Investment Adviser Brochure
quarterly earnings conference calls, reading analyst reports, attending banking conferences and
reading publicly available information, such as SEC filings.

Investing in securities involves a risk of loss that investors should be prepared to bear. OFV
investments will be made in banking organizations, and the investment portfolio may not be
diversified. Small- and medium-capitalized banking organizations, which are the primary focus
of OFV’s investment program, are generally considered to pose greater investment risk than
large-capitalized companies. OFV is authorized to use leverage in carrying out its investment
program and leverage can magnify losses incurred by OFV. OFV is authorized to purchase and
sell put and call options and the use of these instruments can magnify losses incurred, or limit the
gains generated by OFV.

LP and QP

The investment objectives of LP and QP are to generate both current income and long-term
capital appreciation on its Partners’ capital through investments in the securities of publicly- traded
bank and thrift holding companies and insured depository institutions. RHCA intends to limit their
investment programs to investments in U.S.-based bank and thrift holding companies and insured
depository institutions only.

LP and QP will primarily seek long positions in the securities of banking organizations with
competent and capable management teams. LP and QP will also seek investments in
organizations that RHCA believes may be acquisition targets. Although they will primarily seek
long positions, LP and QP may also take short positions in the securities of companies that RHCA
believes are overvalued. RHCA expects, however, that the long positions typically will
significantly exceed its short positions.
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