Martis Capital Management LLC

ITEM 5 – FEES AND COMPENSATION
A.     Compensation and Fee Schedule.

The governing documents of each Fund set forth in detail the fee structure relevant to such Fund.

Martis typically receives compensation from fees based on a percentage of assets under
management, carried interest distributions, and payment of certain other fees or expenses, in each
case, as disclosed in each Fund’s governing documents. Investors should review all fees and
expenses incurred by the Funds to fully understand the total amount of fees and expenses to be
paid by a Fund.

Martis may negotiate fees and waive all or a portion of the fees paid by investors in the Funds.
Martis may, in its discretion, enter into different fee arrangements with different Funds or investors
in the Funds for the same investment management services, including Martis employees and
affiliates.

B.     Deduction of Fees.

Management fees payable by a Fund are generally deducted from cash held by such Fund
following the funding of undrawn capital commitments by investors in such Fund, or the
withholding of such amounts from proceeds otherwise distributable by such Fund, in each case in
accordance with such Fund’s governing documents.

C.     Fees and Expenses.

As compensation for investment advisory services to the Funds, Martis generally receives a
management fee, depending on each Fund’s governing documents. Certain of the Funds do not
pay management fees.

As set forth in their governing documents, the Funds are generally responsible for costs, fees and
expenses in connection with the formation and organization of such Funds.

As disclosed in each Fund’s governing documents, each Fund will typically bear all fees, costs,
expenses, charges and other obligations incurred by or on behalf of such Fund. These expenses
will vary by Fund, but typically will include, among other items, (a) fees and expenses associated
with the sourcing, diligencing, researching, evaluating, negotiating, structuring, acquiring,
holding, monitoring, restructuring, seeking of disposition opportunities for, and disposing of
investments and potential investments (whether or not consummated) (including, without
limitation, fees and expenses related to the registration of any securities, reasonable expenses for
business development and entertainment related to the sourcing or monitoring of the investments
and prospective investments, subscription costs for market or industry research or software, fees
for third party research, data, analytics, modeling, structuring, pricing, and execution, service fees
(including data feeds, subscriptions, reports and similar items), and fees related to attending
industry conferences); (b) legal, consulting (including fees and expenses of Strategic Advisors, the
Value Creation Team and similar persons and advisors), investment banking, commercial
banking, borrowing, custodial, auditing, accounting, sourcing, valuation, appraisal, administrator

(including fees and expenses associated with such Fund’s reporting software, investor portal, and
customer relationship management software), reporting, advisory, lending, underwriting, tax
professional, and other professional service fees and expenses (which may include retainer,
periodic, finder’s, performance-based and/or success-based fees) and brokerage fees and
commissions; (c) fees and expenses associated with the preparation of financial statements, tax
returns and other filings and Schedules K-1 of such Fund and its general partner and for the
investors (and any related reports or filings); (d) fees and expenses related to any actual or
threatened litigation, investigation, inquiry, audit, examination, dispute, arbitration or other
proceeding involving such Fund, its general partner, Martis, or their respective affiliates (and their
respective officers, partners, members, directors and employees) related to activities of such Fund
and any judgments, fines, settlements, awards or damages related thereto; (e) any taxes, fees or
other governmental charges assessed against such Fund; (f) fees and expenses incurred in
connection with any transfer or proposed transfer of interests in such Fund (to the extent not paid
by the transferor and/or transferee); (g) fees and expenses incurred in connection with such Fund’s
legal and regulatory compliance (including legal and regulatory fees and expenses incurred by its
general partner or Martis in connection with such Fund’s activities); (h) fees and expenses incurred
in connection with the preparation and submission of filings or reports with the SEC (including,
without limitation, Form PF, Form 13H, Form 13F, Section 16 filings, Schedule 13D filings,
Schedule 13G filings and any other filings directly or indirectly resulting from an investment by
such Fund) and any other national, state, provincial or local regulatory agencies or authorities in
any country or territory; (i) insurance premiums on behalf of such Fund, its general partner, Martis
and their respective affiliates (and their respective officers, partners, members, directors and
employees); (j) payments pursuant or related to indemnification obligations under the governing
documents; (k) fees and expenses incurred in connection with distributions (including any
distributions in-kind) to the investors; (l) fees and expenses incurred in connection with the
dissolution, liquidation and winding up of such Fund; (m) fees and expenses incurred in connection
with annual or other meetings of investors and such Fund’s advisory board (including the advisory
board members’ travel and travel-related expenses related to attending advisory board meetings),
whether individually or as a group, and any other conference or meeting with any investor(s)
(including any fees paid to third party speakers related to such conferences or meetings); (n) fees
and expenses incurred in connection with a proposed investment that is not ultimately made or a
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ITEM 7 – TYPES OF CLIENTS
Martis provides investment advisory services to the Funds. Investors in the Funds will be required
to meet certain eligibility and suitability qualifications and make certain representations prior to
investing in a Fund. Subscription minimums are disclosed in the relevant Fund’s offering
documents (although Martis maintains the discretion to accept less than any minimum investment
commitment).

Pursuant to the Funds’ governing documents, Martis is permitted to engage independently or with
others in other investments or business ventures of any kind. In that regard, to the extent not
prohibited by the Funds’ governing documents, Martis may provide investment advice to other
investment vehicles, in addition to the Funds.