Maroon Pass Advisors LP

ITEM 5 – FEES AND COMPENSATION
      A. Advisory Fees
The SEC requires that an adviser, as a fiduciary, make full and fair disclosure to Clients about the
fees it charges. Fees for Investment Advisory Services are as follows:
Private Funds MPPF I and MPPF II
For services provided to Maroon Pass Partners Fund I LP (MPPF I) and Maroon Pass Partners Fund II
LP (MPPF II), collectively the “Partner Funds”, Maroon Pass receives an annual asset-based
management fee (the “Management Fee”), based on total committed capital as follows:

After the 11th anniversary, the annual asset-based management fee changes from being based on
total committed capital to 0.25% of the amount contributed by the respective Partner Fund to that
Partner Fund’s remaining investments (net of distributions and positions written off).

MPPF I
  a) 1% per annum of the Capital Commitment of each Limited Partner from the Management
       Fee Commencement Date1 until the fourth anniversary of the Initial Closing (regardless of
       whether the Commitment Acquisition Period is terminated earlier);
  b) thereafter, 0.5% per annum of the Capital Commitment of each Limited Partner until the
       eighth anniversary of the Initial Closing;
  c) thereafter, 0.25% per annum of the Capital Commitment of each Limited Partner until the
       eleventh anniversary of the Initial Closing; and
  d) thereafter, 0.25% per annum of the remaining Investments held by the Fund that have not
       been realized or written off, based on their investment cost.

MPPF II

    The “Management Fee Commencement Date” means the date of the Initial Closing.

Maroon Pass Form ADV Part 2A                                                  Page 5 of 13

      a) 0.75% per annum of the Capital Commitment of each Limited Partner from the Management
         Fee Commencement Date2 until the third anniversary of the Initial Closing (regardless of
         whether the Commitment Acquisition Period is terminated earlier);
      b) thereafter, 0.5% per annum of the Capital Commitment of each Limited Partner until the
         sixth anniversary of the initial closing;
      c) thereafter, 0.25% per annum of the Capital Commitment of each Limited Partner until the
         eleventh anniversary of the Initial Closing; and
      d) thereafter, 0.25% per annum of the remaining Investments held by the Fund that have not
         been realized or written off, based on their investment cost.

Private Fund Maroon Pass Opportunities LLC Series Oneshot and Series Interstellar XXIV:
For services provided to Maroon Pass Partners Opportunities LLC Series Oneshot and Maroon Pass
Partners Opportunities LLC Series Interstellar XXIV, collectively the “Opportunity Funds”, Maroon
Pass receives a one-time asset-based fee on total committed capital and an annual flat fee (the
“Management Fee”), as follows:

      •   1.0% one-time, upfront, management fee on the final commitment amount (charged on top
          of the investment commitment).
      •   $5K/ year (prorated across all investors, not per investor) for administration and
          management, including T&E expenses, starting in year 2 for a maximum of 10 years.

Maroon Pass, in its sole discretion, will reduce, waive or rebate all or a portion of the Management
Fee with respect to one or more Clients (including the Adviser’s affiliates) for any period of time, or
agree to apply a different Management Fee for any Client.

      B. Payment of Fees:
Management Fees are calculated by the Fund Administrator for each private fund Client.
Management fees are payable quarterly in advance to the Adviser by each private fund Client and
based on each Limited Partner’s capital commitment to each Fund. Fees are deducted directly from
each private fund Client’s fund assets upon the invoicing and approval of the third-party Fund
Administrator.

      C. Other Types of Fees and Expenses:
Clients will be responsible for all organizational and operating expenses such as fund administration,
audit, tax, legal, investment-related travel, software for subscription documents, and extraordinary
expenses such as litigation and indemnity related expense of the Client, and any taxes paid directly
by the private funds shall collectively constitute Fund Expenses. Fund Expenses shall be payable by
the Client (or reimbursed to the Adviser if it pays such Fund Expenses on behalf of the Client).

    The “Management Fee Commencement Date” means the date of the Initial Closing.

Maroon Pass Form ADV Part 2A                                                  Page 6 of 13

   D. Fees Paid in Advance:
Maroon Pass requires that Clients pay its fees quarterly in advance and do not require that fees be
paid in excess of six months in advance.

Termination of Services:
A Client terminates its agreement with the Adviser in accordance with the terms agreed upon in the
relevant IMA.

   E. Additional Compensation of Supervised Persons:
Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities
or other investment products.

ITEM 7 - TYPES OF CLIENTS
The Adviser offers professional advisory services to private funds which involve discretionary advice.
There are no minimum fund size requirements for opening or maintaining a private fund client
account.

Maroon Pass will seek to obtain from Clients a full, clear and complete understanding of their
respective investment objectives and guidelines as well as investments strategies dictated in the
fund documents.