Mittleman Investment Management LLC

ITEM 5          FEES AND COMPENSATION

Management Fee

We act as the investment adviser to Precog and SMAs. Generally, we are compensated for investment advisory
services by our clients based upon the value of the assets in their respective SMAs. These are referred to as “asset-
based fees” or “Management Fees.” In the case of Precog, such Management Fees are calculated based upon the
value of Precog’s net assets.

We will not charge any Management Fees to our SMA clients from March 27, 2023 until April 14, 2023 which is
the date by which all of our IMAs with our SMA clients will be terminated. We will no longer charge any
Management Fees to Precog commencing March 27, 2023.

Performance-based Fees or Allocations

For Precog, and for one of our non-U.S. SMAs, which is an Australian registered private fund, we are entitled to
receive performance-based “incentive allocations” or performance fees in accordance with Rule 205-3 of the
Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers
Act”).

Management Fees and performance-based fees and allocations payable by our clients are described in Precog’s
offering documents, which are provided to investors of Precog, and in each SMA account holder’s IMA. A
performance-based fee or allocation creates an incentive for us to make riskier, more speculative investments than
would be the case under a solely asset-based fee arrangement. However, regardless of the fee arrangements, we

MITTLEMAN INVESTMENT MANAGEMENT, LLC | FORM ADV – 2A BROCHURE

expect that accounts we manage according to the same investment strategy will be invested in the same securities
with similar position weightings. See “Item 6 - Performance-Based Fees and Side-by-Side Management” and

ITEM 7          TYPES OF CLIENTS

    A. SMAS - Generally, our clients include high-net-worth individuals and various institutional clients
       including, but not limited to: corporations, partnerships, private funds including private registered foreign
       funds, small businesses, endowments (public and private), ERISA plans & retirement accounts,

MITTLEMAN INVESTMENT MANAGEMENT, LLC | FORM ADV – 2A BROCHURE

        foundations, accounts of other investment advisers, and pooled investment vehicles. We are no longer
        accepting any new SMA relationships.

    B. PRIVATE FUND – Our clients also include Precog which is not registered under the Investment Company
       Act of 1940, as amended, in reliance on the exemption provided in Section 3(c)(1) thereunder. Additionally,
       Precog’s interests are not registered under the Securities Act of 1933, as amended, and the rules and
       regulations promulgated thereunder (the “Securities Act”) pursuant to an exemption from registration
       under Regulation D of the Securities Act. Precog is no longer accepting any new subscriptions for interests.