Centralis Capital LLC

Item 5.      Fees and Compensation

The Fund

Our fees and compensation are described in our advisory contract with the Fund, as well as in the Fund’s
offering memorandum. The Fund pays us a quarterly management fee of: (i) 0.25% (approximately 1.0%
on an annualized basis) for certain series of the Fund’s interests and (ii) 0.375% (approximately 1.5% on
an annualized basis) for other series of the Fund’s interests. Management fees are paid in advance. Once
paid, the management fee is non-refundable. We have waived and may in the future waive, reduce or
rebate our management fee for certain investors, including our affiliates.

Centralis GP is also entitled to receive performance-based allocations from the Fund, as further described
in Item 6 – Performance-Based Fees and Side-By-Side Management.

Investment Consulting Clients

Our compensation schedule with respect to each Investment Consulting Client is contained in the relevant
agreement with such entity (the “Investment Consulting Agreement”). All of our Investment Consulting
Clients are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940,

Centralis Capital LLC                                                                      Form ADV Part 2A

as amended). We are entitled to receive performance-based fees from the Investment Consulting Clients.

Expenses

The Fund bears all costs and expenses related to its investments and its operations, including, without
limitation, data and data service related fees; routine audit, tax preparation, and accounting expenses
(including, for the avoidance of doubt, any outsourced accounting expenses); fees and expenses of an
administrator (the “Administrator”) and such other expenses as so determined by Centralis GP in its sole
discretion (“Ordinary Expenses”) and brokerage and other transaction costs, clearing and settlement
charges, trade break fees, consulting expenses, legal fees and other expenses in connection with
conducting due diligence and negotiating the terms of certain investments regardless of whether such
investments are consummated, fees and expenses for risk management services and insurance expenses
including costs of any liability insurance obtained on behalf of the Fund, custodial fees, research expenses
(including research-related travel expenses incurred with respect to potential or existing investments and
the cost of research services such as Bloomberg), initial and variation margin, interest and commitment
fees on debit balances or borrowings, proxy solicitation expenses, legal expenses, regulatory costs and
expenses (including filing and license fees and preparation of federal, state and local filings), preparation
and filing of Form PF, any issue or transfer taxes chargeable in connection with any securities transactions,
any entity level taxes and fees, costs of reporting and providing information to investors, indemnification
expenses, the above-described management fee, costs of litigation or investigation involving Fund
activities, stock borrowing fees and any extraordinary expenses (the “Other Expenses”).

The amount of Ordinary Expenses borne by the Fund for any fiscal year are subject to a cap, but such cap
does not apply to Other Expenses. Notwithstanding the foregoing, if in any fiscal year the amount of
Ordinary Expenses is less than the Ordinary Expenses cap for such year, then the Fund will reimburse us
and/or Centralis GP, as the case may be, for any previously paid expense reimbursements, subject to
certain limitations.

We or our affiliates may elect from time to time to pay certain of the Fund’s expenses, including Ordinary
Expenses.

Investment Consulting Clients bear their own costs and expenses. We (and not the Fund) will bear the
Investment Consultants Clients’ equitable portion of any applicable expenses shared between the Fund
and the Investment Consulting Clients.

We may also allocate a portion of the Fund’s capital to money market funds or exchange-traded funds
(“ETFs”). In addition to the fees and expenses discussed above, the Fund will indirectly incur similar fees
and expenses if we invest its capital in such funds, as these funds in turn pay similar fees and expenses to
their investment managers and other service providers.

For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices.

Centralis Capital LLC                                                                        Form ADV Part 2A

Item 7.      Types of Clients

Investors in the Fund are generally high net worth individuals and institutional investors that qualify as
“accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended) and

Centralis Capital LLC                                                                        Form ADV Part 2A

“qualified clients” (as defined under the Advisers Act). The minimum initial investment in the Fund is
generally $500,000. We may waive such minimum under certain circumstances.

If we determine to require a minimum investment for any Investment Consulting Client, we will make that
determination on a case-by-case basis.