Ninth Avenue Capital LP

Item 5: Fees and Compensation

The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents.
A brief summary of such fees is provided below.

Management Fee

Ninth Avenue is paid an investment management fee (“Management Fee”) per annum of the net asset
value of the Funds.

The Management Fee will range from 1.25% to 1.5% (per annum), and will be paid quarterly in
advance.

The Firm, in its sole discretion, may waive or modify the Management Fee for any Investor.

Incentive Allocation

Ninth Avenue Capital, LP                                                         Form ADV, Part 2A

Ninth Avenue or its affiliates receive performance-based compensation (the “Incentive Allocation”)
from the Clients pursuant to the applicable Governing Documents. At the end of each Fiscal Year, the
Funds will reallocate from the Master Fund capital accounts corresponding to each Investor’s capital
account or series of shares (each, a “MF Capital Account”) to the Master Fund capital account of the
General Partner a performance-based allocation equal to a portion between 17.5-20% of the net capital
appreciation allocated to such MF Capital Account for the applicable fiscal year, subject to a loss
carryforward mechanism and a hurdle mechanism.

Performance-based compensation will be paid in compliance with Rule 205-3 under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”). Please refer to each Fund’s Governing
Documents for further information regarding performance-based compensation. In the sole discretion
of the General Partner, the Incentive Allocation may be waived, reduced or calculated differently with
respect to the MF Capital Accounts of any Investor, including any Firm-related Investor.

For the Funds, the Management Fee and Incentive Allocation are not generally negotiated separately
with each Investor; however, the Firm or its affiliates can negotiate, waive or agree to a reduction of
amounts of the Management Fees and/or Incentive Allocation with individual Investors at its discretion
in consideration of the size of such Investor’s capital commitment or other factors. In the sole discretion
of the Firm and/or General Partner, the Management Fee and/or Incentive Allocation has in the past
and may in the future be waived, reduced or calculated differently for the Firm-related Investors. For a
discussion of potential conflicts of interest, please see “Item 6. Performance-Based Fees and Side-by-
Side Management.”

Other Types of Fees or Expenses

Ninth Avenue is authorized to incur and pay in the name and on behalf of the Funds all expenses which
they deem necessary or advisable, to the extent such expenses are consistent with the Funds’ Governing
Documents.

Each of the Onshore Fund and the Offshore Fund will bear all of its operating expenses and its pro rata
share of the operating expenses of the Master Fund and all trading vehicles, including subsidiaries
and/or special purpose vehicles through which the Master Fund invests or intends to invest (each, a
“Trading Vehicle”), if any (collectively, the “Fund Expenses”), including such costs incurred at or
prior to the formation of the Funds and prior to the closing of the Funds, which expenses will include,
without limitation: (a) organizational and offering expenses; (b) expenses associated with all
investments and transactions considered, evaluated and/or consummated by the Master Fund or any
such Trading Vehicles, as well as the overall consideration and evaluation of such entities’ portfolio,
including those expenses incurred before the initial closing of the Funds, including expenses associated
with sourcing, negotiating, investigating, researching, financing and structuring of investments and
potential investments, whether or not consummated, including data and research on-boarding, ingestion,
aggregation and analysis, third-party research, data, analytics, modeling, risk, structuring, pricing,
execution and other third-party information, technology, hardware, software or other technology
systems, including installation and maintenance, software and service fees (including the expenses with
respect to data, data feeds, subscriptions, expert networks, political intelligence providers and reports);
(c) the costs of research-related computer hardware and software expenses, including Bloomberg
terminals and subscriptions and other market information systems, as well as the costs of research
management systems and corporate access tracking systems; (d) the costs of the Firm’s portfolio
management system and any other software used for accounting and/or monitoring of the portfolio,
including subscriptions relating to, among other things, trading and order management systems and
services; (e) expenses associated with holding, financing, monitoring, hedging, maintaining and
disposing of all Master Fund investments and all transaction and other costs associated therewith,
including expenses associated with proxy research and voting services; (f) travel and related expenses
associated with investments and potential investments; (g) professional fees associated with
investments and potential investments, including consulting, due diligence, accounting, valuation,
financial, legal and other advisory fees and expenses; (h) transaction fees, brokerage commissions,

Ninth Avenue Capital, LP                                                          Form ADV, Part 2A

custodial fees, clearing and settlement charges and similar fees and expenses associated with the
acquisition, disposition and settling of Master Fund investments and potential investments, including
fees, expenses and commission paid in connection with outsourced trading (including in connection
with an external trading desk); (i) expenses associated with legal and regulatory filings of the Funds or
such Trading Vehicles in the United States, the Cayman Islands, or in any other jurisdiction, including
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Item 7: Types of Clients

Ninth Avenue provides investment advisory services to the Funds as described in “Item 4: Advisory
Business” above. Investment advice is provided directly to the Funds and not individually to the
Investors. Investors in the Funds may include, but are not limited to, high net worth individuals, family
offices, fund of hedge funds, endowments, foundations, trusts, charitable organizations, insurance
companies, pension plans, sovereign wealth funds and corporate or business entities.

Details concerning applicable Investor suitability criteria and minimum investment are set forth in the
respective Fund’s Governing Documents and the Firm’s Form ADV, Part 1A. The Firm maintains
discretion to accept less than the minimum investment threshold specified in such documents.