400 Capital Management LLC

Item 5: Fees and Compensation

The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. The fees
applicable to each Managed Account Client are set forth in detail in each Managed Account Client’s
investment management agreement. A brief summary of such fees is provided below.

Management Fee

400CM generally charges each Client Account a management fee at an annual rate ranging from 0 to 1.5%
of the net assets of the Client Account on a quarterly basis (either as of the first day of the period or as of
the last day of the period) and are based on (i) the net asset value of the assets in the Client Account
(including net unrealized appreciation or depreciation of investments and cash, cash equivalents and
accrued interest) on such date and/or (ii) the amount of capital contributed to the Client Account (including,
for the avoidance of doubt, capital reinvested) as of such date. The management fee will be prorated for
additions to and withdrawals or distributions from a Client Account during a quarter and the applicable
portion of the management fee will be refunded if paid in advance.

Performance-Based Compensation

With respect to certain Funds that are structured as hedge or open-end funds as well as certain Managed
Account Clients, 400CM or one of its affiliates, as applicable, generally receives on an annual basis

400 Capital Management LLC                                                               Form ADV Part 2A

performance-based compensation equal to 10% to 20% of the net realized and unrealized capital
appreciation, if any, of the capital accounts or the net asset value of the shares (as applicable) of the
respective Client Account or any amounts by which an increase or decrease to a Client Account exceeds
the specified Benchmark Profit Amount or Benchmark Loss Amount, as applicable. Performance-based
compensation will also be paid or allocated to 400CM or one of its affiliates, as applicable, upon an interim-
year redemption or withdrawal as if such date were the end of the fiscal year, subject to certain adjustments.
The receipt of performance-based compensation is subject to certain limitations including the application
of a “high water mark” and, with respect to certain Client Accounts, 400CM or one of its affiliates, as
applicable, will only receive performance-based compensation after the investors in the respective Client
Account have earned a certain rate of return (i.e., a hurdle rate).

With respect to Client Accounts that are structured as private equity or closed-end funds, 400CM or one of
its affiliates, as applicable, generally receives performance-based compensation equal to 10% to 20% of
proceeds realized from the disposition of investments and/or distributions from investments, subject to the
return of capital contributions to the investor and, often, subject to the receipt of a preferred return by the
investors and catch-up distributions to 400CM or one of its affiliates, as applicable, and/or other
performance hurdles.

With respect to certain hybrid Client Accounts that are structured with a portion of the Client Account as
open-end and a portion of the Client Account as closed-end, 400CM or one of its affiliates, as applicable,
generally receives the foregoing applicable performance-based compensation for the open-end and closed-
end portion of the Client Accounts, respectively.

Performance-based compensation is charged to qualified clients in compliance with Rule 205-3 of the
Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Generally, with respect to Client Accounts that are Funds, the Adviser withdraws fees and expenses from
the relevant Fund. With respect to a Sub-Advised Fund, the Adviser sends an invoice for fees and expenses
which is paid directly by the Sub-Advised Fund. With respect to Client Accounts that are Managed Account
Clients, payment of fees and expenses are authorized by the Managed Account Clients.

Although the performance-based compensation and management fees charged to investors in the Funds are
generally not negotiable, 400CM reserves the right to waive or impose different performance-based
compensation or management fees or otherwise modify the fee or compensation arrangements of certain
large and/or strategic investors. Employees of 400CM, relatives of such persons and affiliates of 400CM
may invest in the Funds on a fee free basis.

400CM may negotiate other compensation structures with clients, including fixed rate fees.

Side Letters

The Adviser or a Fund has entered into and may in the future enter into agreements (“side letters”) with
certain prospective or existing investors in a Fund whereby such investors are subject to terms and
conditions that are more advantageous than those set forth in the Fund’s offering documents, including, but
not limited to, rights to make future investments in the Fund or other co-investment opportunities, special
redemption rights, a reduction or rebate in management fee and performance compensation, or redemption
charges to be paid by the investor, notification rights in connection with certain events occurring in the
Fund or Adviser’s business, heightened portfolio transparency and such other rights as may be negotiated
by the Adviser and such investor. The modifications are solely at the discretion of the Adviser/Fund and
may, among other things, be based on the size of the investor’s investment in the Fund or affiliated

400 Capital Management LLC                                                             Form ADV Part 2A

investment entity, an agreement by an investor to maintain such investment in the Fund for a significant
period of time, or other similar commitment by an investor to the Fund or the Adviser.

Expenses

The expenses borne by investors in a Fund are set forth in full in the respective Fund’s offering documents.
...

Item 7: Types of Clients

As described above, 400CM serves as the investment manager or sub-advisor to the Funds and the Managed
Account Clients. The Funds advised by 400CM are exempt from registration under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(1) or
Section 3(c)(7) of such act. Investors in the Funds are required to represent that they meet the requirements
of an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act of
1933, as amended (the “Securities Act”) and, if applicable, that they meet the requirements of a “qualified
purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. The Managed
Account Clients consist of institutional investors.

Minimum investment requirements vary by Fund and can be as high as $5,000,000; although 400CM
reserves the discretion to accept less. There is no fixed minimum account size required for managed
accounts, although the size of such account is, in general, significantly in excess of the minimum investment
required for the Funds.