Gates Capital Management Inc

Item 5. Fees and Compensation
Gates Capital Management, L.P. is a relying adviser and subsidiary of Gates Capital and in this
capacity receives a management fee for investment management services provided to ECF Value
Fund, L.P. and ECF Value Fund II, L.P. Investors in these funds are charged either 1.0% or 1.5%,
annualized, depending on liquidity terms, based on the net assets value on the last day of each
month. The management fee is deducted from the Fund on a monthly basis and paid to Gates
Capital Management, L.P.

FORM ADV PART 2A | GATES CAPITAL MANAGEMENT, INC.                                       MARCH 12, 2026

Similarly, Gates Capital Management, L.P. receives a management fee for its investment
management services for ECF Value Fund International Master, LP. Investors in this fund are
charged a management fee of either 1.0% or 1.50% annualized, depending on liquidity terms,
based on the net assets value on the last day of each month. Investors’ management fees are
assessed at the level of the master and not the feeder. The management fee is deducted from
the Fund on a monthly basis and paid to Gates Capital Management, L.P.

In addition to the management fee, ECF Value Fund, L.P., ECF Value Fund II, L.P., and ECF
Value Fund International Master, L.P are charged a performance fee of up to 20% of the net
profits attributable to each investor’s capital account (including unrealized gains and losses), if
any, subject to a highwater mark. The performance fee is allocated to Gates Capital Partners,
LLC, a Gates Capital affiliate, and, for ECF Value Fund International Master, LP, assessed at the
level of the master and not the feeder.

The Funds bear other fees and expenses including but not limited to: administration, accounting
and tax, liability insurance, third party valuation services, audit, legal, proxy voting and class action
assistance, regulatory compliance, organization expenses, transaction fees, including broker
commissions, expenses relating to short sales, clearing and settlement charges, custodial fees,
bank service fees and interest expenses, remuneration to independent members of the board of
directors of certain funds, indemnification and extraordinary expenses. Some of these expenses
are allocated pro-rata to Funds based on their net asset value or size of specific investments
shared by more than one fund. Investors in the Funds are requested to refer to the applicable
Funds’ offering documents for complete information on other fees and expenses.

Gates Capital may invest a portion of Clients assets in shares of mutual funds or other investment
companies, including exchange traded funds. Assets invested in such investment companies will
be included in computing fees paid to Gates Capital. The same assets will also be subject to
additional advisory and other fees and expenses, as set forth in the prospectuses of those
investment companies, paid by the investment companies, but ultimately borne by the Funds.

Item 7. Types of Clients
Gates Capital provides investment advisory services to the Funds, and not individually to Fund
investors. Therefore, the individual needs of the investors in the Funds are not the basis of
investment decisions by Gates Capital. Investors may include, but are not limited to, high-net-
worth individuals, family offices, advisor/consultants, foundations and endowments.

Generally, an investor is required to open an account with a minimum of $1,000,000. The
minimum investment may be modified by the Fund’s general partner in its sole discretion. There
is currently no minimum and no maximum to the aggregate size of the assets in the Fund.
Complete details concerning applicable investor eligibility criteria are set forth in each Fund’s
offering documents and subscription materials.