Carl Marks Management Company LLC

Item 5 – Fees and Compensation

We offer services on a fee-only basis. The fees paid by clients consist of two components:
one based on performance and the other based on a percentage of assets under management.
The performance fee for both Carl Marks Strategic Investments, L.P. and Carl Marks Strategic
Opportunities Fund II, L.P., two private investment partnerships for which Carl Marks
Management Company, LLC provides advisory services, generally equals 20% per annum of
the net profit, including unrealized appreciation, in a client’s account, as determined in
accordance with the limited partnership agreements of the clients. Such fees and allocations
are generally determined over a minimum period of one year, are payable annually,
deducted from the clients’ accounts, and require that the clients recover any prior period
losses before a performance fee or allocation may be paid for the current year. The
performance fee for both Carl Marks Strategic Opportunities Fund III, L.P. and Carl Marks
Strategic Opportunities Fund IV, L.P. two private investment partnerships for which Carl
Marks Management Company, LLC provides advisory services, is a carried interest
calculation and generally equals 20% of distribution proceeds, following the return of capital
contributions and preferred return to the limited partners. Such fees are only payable, and

             Carl Marks Management Company LLC Form ADV Part 2A December 31, 2025

deducted from client’s accounts, after the limited partners receive their original investment
and preferred return as determined in accordance with the limited partnership agreement.

The asset-based fees are normally charged at an annual rate of between 1% and 1.5% of the
value of the client’s net assets under management. Such fee is typically payable quarterly,
either in arrears or advance depending upon the advisory agreement. Management fees are
prorated for capital contributions and withdrawals made during the applicable calendar
quarter.

In certain circumstances, fees may be individually negotiated by partnership investors.
Negotiated fees may be lower than those set forth above.

As set forth in the various partnership offering memoranda, subscription agreements and
other governing documents, the investors’ may bear some or all of the following fees, costs
and expenses; such as the cost of research expenses associated with all investments and
transactions considered, evaluated and/or consummated by the Partnership, as well as
overall consideration and evaluation of the Partnership’s portfolio, expenses associated with
sourcing, negotiating, investigating, researching, financing, and structuring of investments
and potential investments, whether or not consummated, including, without limitation,
third-party research, data, analytics, modeling, risk, ingestion, aggregation, structuring,
pricing, execution and other third-party information systems, including, without limitation,
installation and maintenance, software and service fees (including, without limitation, the
expenses with respect to data, data feeds, subscriptions, expert networks, intelligence
providers and reports), research-related computer hardware and software expenses,
including, without limitation, Bloomberg terminals and subscriptions as well as travel and
related expenses associated with investments and potential investments and professional
fees and transaction fees associated with investments and potential investments.

Carl Marks Strategic Opportunities Fund IV, LP may bear costs and expenses of leverage or
other credit arrangements, financing or borrowings of the Partnership (including, without
limitation, any subscription facilities), including interest charges and fees.

Note: Investors should refer to each partnership’s documents including offering
memorandum, subscription agreement and other governing documents for
additional/supplemental information regarding as the fees and expenses associated with
such partnership.

As it considers appropriate, CMMC may invest cash balances in advisory accounts in one or
more money market funds unaffiliated with CMMC. When money market funds are utilized,
a client will be paying, in addition to the investment management fee of CMMC, the client’s

             Carl Marks Management Company LLC Form ADV Part 2A December 31, 2025

proportionate share of the management fee charged by the money market fund manager to
the fund. CMMC intends to utilize money market funds only where such funds are regarded
as a more appropriate use of temporary cash than direct investment in short-term cash
equivalent instruments.

Item 7 – Types of Clients

CMMC currently provides portfolio management services to four private investment
partnerships, Carl Marks Strategic Investments, LP (“CMSI”), Carl Marks Strategic
Opportunities Fund II, L.P. (“CMSO II”), Carl Marks Strategic Opportunities Fund III, L.P.
(“CMSO III”), and Carl Marks Strategic Opportunities Fund IV, L.P. (“CMSO IV”). The limited
partners of CMSI, CMSO II, CMSO III and CMSO IV are high net worth individuals, pension and
profit-sharing plans and institutional investors, such as foundations, endowments, private
investment funds and trusts. CMMC does not render advice to investors with respect to their
decision to invest in CMSI, CMSO II, CMSO III or CMSO IV.

CMMC admits limited partners to its investment partnerships, CMSI, CMSO II, CMSO III and
CMSO IV, subject to such partners meeting suitability standards, including status as
“accredited investors” within the meaning of Regulation D under the Securities Act of 1933
and “qualified clients” within the meaning of the Advisors Act. The minimum investment of
a limited partner in CMSI, CMSO II and CMSO III is $5 million, unless waived by CMMC. CMMC
is currently offering interests in CMSI only.