White Rock Capital Management LP

Item 5: Fees & Compensation
The fees and compensation payable to White Rock Capital Management, L.P. and/or its affiliates are as follows and with
respect to the Funds are described in detail in the Funds’ Governing Documents.

         1.       Management Fee: In respect of the Funds, we and/or our affiliates receive a quarterly asset-based
                  management fee calculated as a percentage of the limited partners’ aggregate capital balance, payable
                  quarterly in advance. Such management fee is generally between 0.25% and 0.50%. The SMA does not
                  pay a management fee.

         2.       Performance Fee: In respect of the Funds, we and/or our affiliates are entitled to an incentive allocation
                  equal to a percentage of the net profits for the year; in the event of a net loss, we will not receive a
                  performance fee in a subsequent year until the loss has been recouped. Such incentive allocation is
                  generally 20% and is made at the end of each fiscal year. The SMA generally pays a performance fee, as
                  a percentage (typically 10%) of the net gains, if any, realized in respect of the SMA with respect to a realized
                  investment following such realization.

The Funds’ Governing Documents provide that affiliates may buy and sell securities for their own account and may engage
in other business ventures of any nature. As such, affiliates may perform services for portfolio companies and other third
parties, and receive compensation therefore. Any such services and related compensation is disclosed to the limited
partners of the Funds through this brochure, financial statements, or by other means on an annual basis.

Item 7: Types of Clients
Currently, the Clients consist of two Funds and one SMA. In the future we may provide investment advice to other pooled
investment vehicles and/or managed accounts.

Prospective investors in the Funds must meet eligibility criteria, and are subject to certain withdrawal requirements and
limitations. Prospective investors are encouraged to thoroughly review a Fund’s offering documents, which set forth all of
the terms in detail.

For our Clients, each investor generally must be an “accredited investor” (as defined in Regulation D under the Securities
Act of 1933), and a “qualified client” (an investor who is eligible to enter into a performance fee arrangement under state
and/or federal law, as applicable).

The minimum initial investment in a Fund is generally $5,000,000, but may be waived at our sole discretion.

The minimum investment in an SMA is $5,000,000, but may be waived at our sole discretion.