Marcato Capital Management LP

Item 5.     Fees and Compensation

The Adviser typically receives compensation from the Funds from the following source: (a) an asset-based
charge based on the net asset value of the Fund, and (b) fees based on the performance of the Fund. Any
investor should review all fees charged by the Adviser and its affiliates to fully understand the total amount
of fees to be paid by the Fund and, indirectly, any investor in the Fund.

Asset-Based Compensation

The Marcato Funds and Encore Funds pay the Adviser an annual asset-based fee at rates generally ranging
from 1.25% to 2.0% per annum. The Co-Invest Funds generally pay an asset-based fee of 0.5% per annum.
All asset-based fees are payable quarterly in advance at the beginning of each calendar quarter based
upon the net asset value of each series of shares or interests. The asset-based fee is pro-rated for any
period that is less than a full calendar quarter and is adjusted for contributions/subscriptions and
withdrawals/redemptions occurring during the quarter. The Adviser has full authority and otherwise
reserves the right to waive or modify the asset-based fee for certain investors, including employees,
strategic partners, advisors, consultants, and others, as the Adviser may determine in its sole discretion.
The Adviser’s employees do not pay fees on their investments in the Funds.

Performance-Based Compensation

Please see Item 6, the “Performance-Based Fees and Side-by-Side Management” section.

Private Fund Expenses

In addition to paying asset-based fees and being subject to performance-based compensation, the Funds’
accounts are also subject to other investment expenses such as legal and compliance expenses (including
expenses related to regulatory filings (e.g., Form PF), indemnification expenses, expenses relating to
regulatory or similar investigations, inquiries and “sweeps”, dealings with regulators relating to the
Fund’s past, present and prospective holdings and expenses related to compliance software (but, for the
avoidance of doubt, excluding those expenses related to the Adviser’s or any of its affiliates’ registration
with the SEC, such as expenses incurred in connection with updating Form ADV)); professional fees and
expenses (including fees and expenses of investment bankers, finders, appraisers, public and government
relations firms and other consultants and experts); Fund audits (including custody audit, if any) and
accounting expenses (including third party accounting services, if any); organizational expenses and
ongoing offering expenses; payments for the custody of the Fund’s assets and for the performance of
administrative services; administrator fees and expenses; investment-related expenses (whether or not
consummated) such as commissions, research fees and expenses (including Bloomberg and similar
subscriptions and data services and research-related travel) and expenses associated with activist
campaigns such as expenses related to event hosting and production, public presentations, public
relations, government relations, forensic and other analyses and investigations, proxy contests,
solicitations and tender offers, and compensation, indemnification and other expenses of any nominees
proposed by the Adviser as directors or executives of portfolio companies; brokerage fees and
commissions; risk management expenses (including expenses related to risk management software);
order management systems, as well as other analytical systems; interest on margin accounts and other

indebtedness; expenses relating to short sales, including dividend and stock borrowing charges and
expenses; clearing and settlement charges; custodial fees; bank service fees; margin and other interest
expenses and transaction fees; blue sky and corporate filing fees and expenses; Fund-related insurance
costs (including D&O and E&O insurance costs); and any other expenses related to the purchase, sale or
transmittal of Fund assets. Expenses related to software (as outlined above) may include software used
by the Adviser with respect to its management of the Funds. The Co-Invest Funds are subject to other
expenses as described in the applicable investment advisory agreement, and in summary, the Co-Invest
Funds are responsible for all trading costs and expenses associated with their investment portfolio.

As discussed, the Funds incur brokerage and other transaction costs. Please refer to Item 12 of this
Brochure for a discussion of the Adviser’s brokerage practices.

The Funds employ a master-feeder structure. The feeder funds bear a pro-rata share of the expenses
associated with the related master fund.

Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities or
other investment products, including asset-based sales charges or service fees from the sale of mutual
funds.

Item 7.     Types of Clients

As previously noted, the Adviser provides investment advisory services to the Marcato Funds, Encore
Funds, and the Co-Invest Funds, which are private investment funds. All initial and additional subscription
minimums are disclosed in the respective offering memorandum of each these private pooled investment
vehicles. Each Fund relies on an exclusion from the definition of “Investment Company” provided by the
Investment Company Act. Investors of the Funds may include high net worth individuals, pension funds
and profit sharing plans, trusts, charitable organizations, institutions, endowments, fund of hedge funds,
foreign sovereign wealth funds, family offices, and other entities.