Spouting Rock Asset Management LLC

ITEM 5: Fees and Compensation

Portfolio Management Services
Our annual management fee for SMAs is based on a percentage of your assets we manage
and is set forth in the following fee schedule:

                              $0-$9,999,999      $10 million- $ 20   $20 million +
                                                     million
 Alternative Return               0.50%               0.40%             0.40%
 Alternative Return &             0.50%               0.40%             0.40%
 Income
 Small Cap Growth                 0.85%                 0.75%           0.65%
 SMID Growth –                    0.85%                 0.75%           0.65%
 Concentrated
 SMID Core                        0.80%                 0.80%           0.80%
 Global Small Cap                 0.90%                 0.90%           0.90%
 Opportunistic All Cap            0.80%                 0.80%           0.80%
                               $0-$499,999            $500,000 -      $5 million -   $10 million +
                                                      $5 million      $10 million
 Kingsland Long-Term               1.5%                   1%            0.90%           0.75%
 Growth
 Kingsland Sustainable             1.5%                   1%            0.90%           0.75%
 Growth
 Kingsland Comprehensive           1.5%                   1%            0.90%           0.75%
 Growth
 Kingsland Balanced Growth          1.5%                  1%            0.90%           0.75%
 Longfield                         0.60 %               0.60 %          0.60 %          0.60 %
                             $0 - $50,000,000        $50,000,001 +
 SAM                                .75%                 .60%

Minimum investment amounts vary depending on advisory and portfolio management
services, as well as investment strategy and vehicle. If the Advisory Agreement is executed at
any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis,
which means that the advisory fee is payable in proportion to the number of days in a quarter
for which one is a client.

General Fee Information: Although we have established the above fee schedules, we retain
the discretion to negotiate alternative fees on a client-by-client basis. Client facts,
circumstances and needs are considered in determining the fee schedule. These include,
among other things, the complexity of the client, assets to be placed under management,
anticipated future additional assets, related accounts, portfolio style, account composition
and reports. The annual fee schedule applicable to each client is identified in the Investment
Advisory Agreement between SRAM and the client.

Our management fees are billed quarterly in arrears, at the beginning of each calendar quarter
based upon the value (market value or fair market value in the absence of market value), of

the client’s average ending account balance for the last three months. Fees will be invoiced
or debited from clients’ accounts in accordance with their authorization in the Advisory
Agreement. Further, the qualified custodian will deliver an account statement to client’s at
least quarterly. These account statements will show all disbursements from an account. We
encourage clients to review all statements for accuracy.

SR Alternative Credit Strategy
With respect to the Credit Funds, SRAC generally receives a monthly asset-based
Management Fee in a range of 1.5% to 1.75% per annum of the relevant Credit Fund’s net
assets. With respect to the PFM Credit Fund, SRAC generally receives a monthly asset-based
Management Fee at a rate 1.5% per annum of the net asset value of the relevant Credit Fund.
With respect to OHP II LP and OHP Ltd., SRAC receives 1.5% per annum on the net assets.
OHP Ltd. has a Special Investment share class which does not pay management fees. With
respect to OHPC LP, SRAC receives 1.75% per annum on the net assets.

With respect to OHP II and OHP Ltd., SRAC may receive a 15% Performance Allocation on
all realized net profits that exceed 7% on a cumulative basis. With respect to the PFM Credit
Fund, SRAC receives a Performance Fee of 20% of the excess of the net capital appreciation
allocable to investors’ interests during a fiscal year over a 3% net return per annum, subject
to a loss-carryforward provision. It should be noted that an investor’s initial “performance
period” is a period which commences as of the date of the purchase of such investor’s
interest/shares in the relevant Credit Fund and ends as of the close of business on the last
business day of the same calendar year or the withdrawal/redemption date of such investor’s
interests/shares, whichever occurs first. Each “performance period” thereafter with respect
to such investor will generally coincide with the end of the calendar year or the withdrawal
date of such investor’s interest/shares, whichever comes first.

With respect to OHPC, during any fiscal year SRAC may receive a 15% Performance
Allocation on all realized net profits that exceed 7% hurdle amount. It should be noted that
that in any fiscal year when the amount of realized net profits of the Fund exceeds a rate of
return of 10%, the incremental realized net profits in excess 10% will be re-allocated to the
basic capital account of the General Partner at the end of such fiscal year until such time as
the General Partner has received 15% of the total realized net profits. Once the General
Partner has received 15% of the total realized net profits for the year, 15% of the remaining
realized net profits will be re-allocated to the capital account of the General Partner at the
end of the fiscal year.

Fees paid to SRAC by Managed Accounts utilizing the SRAC Credit Strategy will be
individually negotiated with each account and may include management and/or
performance-based fees. SRAC currently has two Managed Accounts utilizing the SRAC
Credit Strategy.
...

ITEM 7: Types of Clients

We provide advisory services to the following types of clients:

    •   Individuals including high net worth individuals
    •   Institutions
    •   Corporates
    •   Pooled Investment Vehicles
    •   Investment Advisors
    •   Family Offices
    •   Pension plans
    •   Charitable, non-profit organizations
At a minimum we require of $250,000 to open and maintain an advisory account, but certain
investments have higher minimums. For the SAM Strategies, the minimum amount to open
a separately managed account is $1,000,000, However, at our discretion, we may waive these
minimum account sizes. For example, we may waive the minimum if you appear to have
significant potential for increasing your assets under our management. We may also combine
account values for you and your minor children, joint accounts with your spouse, and other
types of related accounts to meet the stated minimum.