Spring Mountain Capital LP

Item 5 – Fees and Compensation
Private Fund Management

While it is the general policy of SMC to charge fees to its clients in accordance with the fee
schedules in the offering documents (or investment management agreement in the case of
Managed Account clients), SMC has the ability to negotiate alternative fee arrangements with
clients based on specific circumstances and on a case-by-case basis.
The fees paid to SMC for investment advisory services are separate and distinct from those
fees and expenses charged by (i) the sub-managers of the underlying pooled investment
vehicles to which SMC may allocate Private Fund assets and (ii) the sub-advisers that SMC
may engage with respect to certain Private Fund investments. Such sub-managers and sub-
advisers may also charge management fees and/or performance-based compensation.
Similarly, SMC FIM’s fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses that are incurred by the client. Clients may also incur certain
charges imposed by custodians, brokers, and other third parties such as custodial fees, sales
charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other
fees and taxes on brokerage accounts and securities transactions.

In certain circumstances, SMC may invest one of its Private Funds in an affiliated Private
Fund. However, fees are always waived at the underlying fund level in such circumstances.

SMC does not typically invest Private Fund assets in mutual funds; however, it may utilize
mutual funds to sweep cash that is in the Private Funds. All fees paid to SMC for investment
advisory services are separate and distinct from the fees and expenses charged by mutual
funds to their shareholders, including management fees, fund expenses, and distribution
fees.

For Private Funds, SMC’s management fees and performance-based compensation are
deducted from the investors’ accounts. Management fees are non-refundable unless the
Private Fund is terminated pursuant to its terms, in which case the unearned pro rata portion
of the management fee (based on days remaining in the period) will be returned to the
Private Fund and made available for distribution to investors in connection with its
liquidation. Performance-based compensation may be subject to clawback from the Private
Fund’s general partner in certain circumstances.

The fees applicable to each Private Fund are set forth in detail in each of the Fund’s respective
offering documents.

a) SMC Holdings II, LP – SMC is entitled to a monthly management fee, at the end of each
   month, equal to 0.166% (2.0% annualized) of the net asset value of the outstanding
   interests at the beginning of the month, payable as soon as practicable. SMC is also
   entitled to an incentive allocation equal to 20% of the investment proceeds of the fund
   after 100% of each limited partner’s aggregate capital contributions are returned, subject
   to a preferred return of 6%. (Note: Fees vary by fund share class.)

b) SMC Total Return Fund, LP – SMC is entitled to a quarterly management fee at the
   beginning of each quarter equal to (i) 0.3125% (1.25% annualized) of the net asset value
   of the outstanding Class A interests at the beginning of the quarter and (ii) 0.50% (2.00%
   annualized) of the net asset value of the outstanding Class B interests at the beginning of
   the quarter, in each case payable as soon as practicable. Generally, at the end of each fiscal
   year, an amount equal to (x) 15% of the net capital appreciation of the Class A liquid
   assets and (y) 17.5% of the net capital appreciation of the Class B liquid assets, subject in
   each case to a 7% hurdle and subject to adjustments for withdrawals, is allocated to SMC.

c) SMC Private Capital Fund, LP – SMC is entitled to a management fee, payable quarterly in
   advance by the fund, as detailed in the fund’s Private Placement Memorandum. The fee
   is equal to 0.25% (1.0% annualized) of each investor’s capital commitment until the end
   of the investment period, and, thereafter, 0.25% (1.0% annualized) of invested capital.
   The management fee for each limited partner will be calculated as of the initial closing
   based on total commitments, regardless of when a particular limited partner is actually
   admitted to the fund. The management fee may also be paid out of investment proceeds, income
   from temporary investments of the fund and any other cash otherwise available for distribution.
   SMC is also entitled to an incentive allocation equal to 10% of the investment proceeds of the
   fund after 100% of each limited partner’s aggregate capital contributions are returned, subject
   to a preferred return of 6%.

d) SMC Private Capital Fund II, LP – SMC is entitled to a management fee, payable quarterly
   in advance by the fund, as detailed in the fund’s Private Placement Memorandum. The fee

   is equal to 0.375% (1.5% annualized) of each investor’s capital commitment until the end
   of the investment period, and, thereafter, 0.375% (1.5% annualized) of invested capital.
   The management fee for each limited partner will be calculated as of the initial closing
   based on total commitments, regardless of when a particular limited partner is actually
   admitted to the fund. The management fee may also be paid out of investment proceeds,
   income from temporary investments of the fund and any other cash otherwise available
   for distribution. SMC is also entitled to an incentive allocation equal to 15% of the
   investment proceeds of the fund after 100% of each limited partner’s aggregate capital
   contributions are returned, subject to a preferred return of 5%.

e) WHIN Opportunity Fund, LP – SMC is entitled to a management fee, payable quarterly in
   advance by the fund, equal to 0.5% (2.0% annualized) of each investor’s capital
   commitment until the end of the investment period, and, thereafter, 0.5% (2.0%
...

Item 7 – Types of Clients
Investors in SMC’s Private Funds may include high-net-worth individuals, banks, thrift
institutions, corporations, pension and profit sharing plans, trusts, estates, or charitable
organizations. SMC also provides advice directly to a limited number of Managed Accounts
(which may include banks, trusts, insurance companies, or corporations) and third-party
portfolios.
Investors in SMC’s Private Funds are generally required to make minimum initial
investments, depending on the Private Fund, of at least $100,000 to $5 million at the time of
subscription, subject to SMC’s right to accept lesser amounts. In addition, each Private Fund
maintains minimum subscription amount requirements, and investors should refer to the
applicable Private Fund offering documents for a complete description.