22V Asset Management LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your
           fee schedule. Disclose whether the fees are negotiable.

           Private Funds

           22VAM or the General Partner, as applicable, typically charges fees that are
           based upon a set percentage of assets under management and performance. Set
           forth below are summaries of the fees payable by Investors and other Clients.

           It should be noted that detailed disclosure about the fees and other expenses
           applicable to an investment in the Funds is provided in the operative documents
           for the applicable Fund. Those operative documents should be carefully reviewed
           prior to making an investment in the Funds.

           Investors are typically charged a management fee, payable quarterly in advance,
           based on the net value of the relevant assets as of the first business day of each
           calendar quarter. The management fees range from 0.50% per annum to 1.5%
           per annum, depending on the series of interests/sub-class of shares in which an
           Investor subscribes.

           The Master Fund may invest in illiquid securities or securities that may require
           being held until the resolution or occurrence of a special event or circumstance.
           The General Partner and/or the Adviser may designate such securities as special
           investments (each, a “Special Investment”). Special Investments will be held in a
           Special Investment Account on the books of the Master Fund. For purposes of
           determining the management fee, Special Investments (if any) generally will be
           valued at cost if the investment is designated as a Special Investment at the time
           of acquisition or at the fair value of an investment at the time it is designated as a
           Special Investment.

           At the end of each fiscal year, Investors in the ARC Funds are also typically
           charged an incentive allocation based on the net profits (including unrealized
           gains and losses), if any, allocable to the amount invested in a particular Fund.
           The incentive allocations range from 10% per annum to 17.5% per annum,
           depending on the series of interests/sub-class of shares in which an Investor
           subscribes. Investors in the SDHI Fund are not charged an incentive allocation.

           With respect to certain series of interests/sub-classes of shares, a loss carry-
           forward provision and/or other factors apply to the calculation of the incentive
           allocation.

           The management fee and incentive allocation are paid to 22VAM and the General
           Partner (as the holder of certain allocation class shares in the Master Fund),
           respectively, at the Master Fund level; no management fee/incentive allocation
           will be made at the Feeder Fund level.

           The management fee and incentive allocation are negotiable in that 22VAM or
           the General Partner reserves the right to waive, reduce or calculate differently
           such fees for Investors that are members, partners, affiliates or employees of
           22VAM, members of the immediate families of such persons and trusts or other

           entities for their benefit, or for certain large or strategic Investors. In such
           circumstances, the Funds may, for administrative convenience, issue a separate
           series/class or sub-class of Interests/Shares to any such person.

           It is very important that Investors refer to their respective Fund’s governing
           documents for a complete understanding of how 22VAM is compensated for
           its advisory services. The information contained herein is a summary only
           and is qualified in its entirety by the relevant Fund governing documents.

           Non-Discretionary Customized Baskets

           The fees and/or expenses payable by a Client in respect of the customized
           portfolios are negotiated on a case-by-case basis and governed by the non-
           discretionary investment management agreement between 22VAM and the
           applicable Client. Such fees differ from the management and incentive fees
           charged to the Funds managed by 22VAM. Clients that engage 22VAM to
           provide non-discretionary investment advice by developing customized equity
           and credit baskets tailored to meet Client-specific investment objectives, which
           the Client then implements with its own broker(s), may arrange for the
           management fees for such investment advisory services to be paid to 22VAM by
           such broker on such Client’s behalf.

           If the broker selected by a Client to implement the Adviser-recommended baskets
           is Goldman Sachs or another broker that provides prime brokerage or other
           services to the Funds, and such Client causes 22VAM’s investment advisory fees
           to be paid on the Client’s behalf by such broker, it can create a conflict of interest,
           including in instances in which a dispute arises regarding such payment of
           22VAM’s management fees by such broker. For example, 22VAM may be
           incentivized to agree to terms relating to the Funds’ prime brokerage
           arrangements that are less favorable to the Funds in order to ensure payment of
           the non-discretionary Client’s management fees. Currently, one non-
           discretionary Client has arranged for its management fees payable to 22VAM to
           be paid by Goldman Sachs from the Client’s account.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

22VAM provides investment advisory services to the Funds, which are pooled investment vehicles
operating as private investment funds.

Investors in Funds must meet certain eligibility provisions: interests/shares in the Funds are generally
offered to (A) U.S. investors who are (i) accredited investors within the meaning of Regulation D of the
Securities Act of 1933, as amended (“Accredited Investors”) and either (ii) “qualified purchaser” within
the meaning of Section 2(a)(51)(A) of the Investment Company Act of 1940, and (B) non-U.S. investors
(as applicable) or (iii) a “knowledgeable employee,” as such term is defined in Rule 3c-5 under the
Company Act. Additionally, the minimum initial investment is $1 million and additional capital
contributions may be accepted at the discretion of the General Partner, as applicable (but in no event less
than the statutory minimum required by Cayman Islands law for the Offshore Feeder).

Custom basket services are typically provided to institutional investors or other investment advisers.