Whippoorwill Associates Inc

5.     FEES AND COMPENSATION

Private Investment Funds

As described more fully in the offering memoranda for Whippoorwill Distressed Opportunity
Fund, L.P. and Whippoorwill Offshore Distressed Opportunity Fund, Ltd., each investor in these
funds is generally charged, monthly in advance, a base management fee of 0.125% (1.5%
annualized) of the value of the investor’s investment at the beginning of each calendar month.

As described more fully in the offering memorandum for Whippoorwill Institutional Partners, L.P.,
each investor in this fund is generally charged, monthly in advance, a base management fee of
0.125% (1.5% annualized) of (i) during the fund’s investment period, the investor’s capital
commitment and (ii) thereafter, the cost basis of the fund’s assets that have not yet been sold.

Fees are not negotiable. The base management fee is due and payable at the beginning of each
month and we deduct such fees from the account of each fund. If a fund’s advisory contract with
Whippoorwill is terminated, Whippoorwill will refund the unearned portion of any fee that has
been pre-paid, based upon the number of days in the applicable period that the advisory contract
is no longer in effect.

Fees charged with respect to the funds are fixed. Whippoorwill, in its discretion, may elect to issue
one or more additional classes or series of interests and the fees and other terms and provisions of
such classes or series may differ from those described above.

Please refer to Section 12 of this brochure for a further discussion of Whippoorwill’s brokerage
practices. In addition, please refer to Section 6 of this brochure for a discussion of performance-
based allocations and fees charged to our clients.

7.     TYPES OF CLIENTS

We manage private investment funds that are exempt from registration under Section 3(c)(1)
and/or Section 3(c)(7) of the Investment Company Act of 1940, as amended.

The investors in these private investment funds include endowments, foundations, insurance
companies, public and private pension plans, and family offices. The private investment funds are
in liquidation and are not open to new investors.