Stieven Capital Advisors LP

FEES AND COMPENSATION

         Advisory Fees and Compensation.

             The fees applicable to each Fund are set forth in detail in each Fund’s offering
documents. A brief summary of such fees is provided below.

         U.S. Fund

         Management Fee.

               With respect to the U.S. Fund, the U.S. Fund pays a management fee (the
“Management Fee”), as of the beginning of each quarter to the Investment Adviser equal to
0.25% (1.0% annualized) of the balance of each capital account of each limited partner
admitted to the U.S. Fund (including for these purposes, the fair value of certain illiquid
investments in which such limited partner has an interest (“Special Investments”)). The Fund
General Partner’s capital account will not be debited with any management fee.

                In addition, a pro rata portion of the management fee will be paid out of any
capital contributions made by new or existing limited partners on any date that does not fall
on the first day of a fiscal quarter, based on the number of months remaining in such partial
fiscal quarter following such capital contribution. A pro rata portion of the management fee
will be reimbursed to a limited partner that withdraws from the U.S. Fund, in whole or in
part, on any date that does not fall on the last day of a fiscal quarter, based on the number of
months remaining in such partial fiscal quarter following such withdrawal.

                 If a limited partner has completely withdrawn from the U.S. Fund except for
its interest in one or more Special Investment accounts, the Investment Adviser will send an
annual statement to the withdrawn limited partner providing for the payment of the
management fee with respect to its interest in such Special Investment accounts. The
Management Fee payable by such withdrawn investor will be due within 15 days of receiving
such notice.

               The Investment Adviser may, in its discretion, elect to reduce or waive the
management fee with respect to any limited partner, including, but not limited to, any
principal, employee or affiliate of the Fund General Partner or the Investment Adviser, or any
family member of such person.

         Incentive Allocation.

               Generally, at the end of each fiscal year of the U.S. Fund, 20% of the net
realized and unrealized capital appreciation (taking into account appreciation or depreciation
with respect to realized or deemed realized Special Investments) allocated to each capital
account of each limited partner for such fiscal year over the management fee debited to such
capital account will be reallocated to the capital account of the Fund General Partner (the
“Incentive Allocation”), subject to a loss carryforward mechanism. For purposes of
determining allocations, including the Incentive Allocation and the balance resulting from the
loss carryforward mechanism, any taxes withheld from the U.S. Fund or paid by the U.S.
Fund, directly or indirectly, with respect to or on behalf of a limited partner (and including

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interest, penalties and/or any additional amounts with respect thereto), will be deemed
distributed from each capital account of each limited partner and will not be deemed to be
expenses.

                The Incentive Allocation will be calculated separately with respect to each
capital contribution made by a limited partner. Accordingly, it is possible that an Incentive
Allocation may be made with respect to a limited partner even though the capital accounts of
the limited partner, in the aggregate, did not achieve profits during a year.

              In the event that a limited partner’s partial or complete withdrawal of a capital
account occurs other than at a fiscal year-end, the Incentive Allocation, if any, will be
determined through the withdrawal date.

               The Fund General Partner may, in its discretion, elect to reduce or waive the
Incentive Allocation with respect to any limited partner, including, but not limited to, any
principal, employee or affiliate of the Fund General Partner or the Investment Adviser, or any
family member of such person.

         Offshore Fund

         Management Fee.

                With respect to the Offshore Fund, the Offshore Fund pays to the Investment
Adviser a quarterly fixed management fee, in advance, equal to 0.25% (1.0% on an
annualized basis) of the net asset value of each Series of Class A Shares (“Class A Shares”),
and Class S Shares (“Class S Shares”, and collectively with the Class A Shares, the
“Shares”), as of the beginning of each quarter. Any portion of the management fee
attributable to a shareholder’s Class S Shares in the Offshore Fund (which holds Special
Investments) will be debited against the net asset value of the corresponding Series of Shares
from which such Class S Shares had been issued. In calculating the management fee, Special
Investments are valued at their fair value.

                In addition, a pro rata portion of the management fee will be paid if a series of
Shares is created on any date that does not fall on the first day of a fiscal quarter, based on the
number of months remaining in such partial fiscal quarter following the creation of such
series of Shares. A pro rata portion of the management fee will be reimbursed to a
redeeming shareholder that redeems its Class A Shares, in whole or in part, on any date that
does not fall on the last day of a fiscal quarter, based on the number of months remaining in
such partial fiscal quarter following such redemption.

              If a shareholder owns Class S Shares, but no longer owns Class A Shares, the
Investment Adviser will send an annual statement to such shareholder providing for the
payment of the management fee with respect to such Class S Shares. The management fee
payable by such shareholder will be due within 15 days of receiving such notice.
...

TYPES OF CLIENTS

              The Investment Adviser generally offers investment advice to Funds, as
described above in Item 4.

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