Mason Capital Management LLC

Item 5 – Fees and Compensation

The Event Funds

The Investment Manager generally receives a management fee in advance from the Event Funds at the
beginning of each quarter to cover the Event Funds’ respective operating expenses and for the investment
advisory and administrative services that it provides to the Event Funds. Mason deducts any management fee
payable by the Event Funds from such Funds’ assets and charges allocable portions to each investor in such
Funds. Management fees range between 1% and 2% per annum. Investors are generally subject to an incentive
allocation/performance-based fee calculated on the performance of each Fund, as described in each Fund’s
private placement memorandum (each, a “PPM”). Any performance-based compensation is generally deducted
from an investor’s account at the end of each fiscal year and is subject to a “high water mark”/loss carry-forward
provision. Any performance compensation charged by Mason is in compliance with Section 205 of the
Investment Advisers Act of 1940, as amended, and any applicable rules thereunder. Some investors have been
granted, upon specific request, accommodations in addition to the standard fee structures described in the
PPMs. Any accommodations are considered on a case-by-case basis, and in the sole discretion of Mason.

As set forth more fully in each Event Funds’ PPM, the Event Funds will bear their own expenses including,
without limitation, (i) fees and expenses of the Event Funds’ administrator (the “Administrator”) and other
third parties providing legal, accounting, auditing, administrative, filing, recordkeeping, tax preparation,
valuation, custodial, and regulatory compliance services, (ii) regulatory reporting and compliance costs
relating to the Event Funds, such as filing fees and expenses relating to Form PF and Section 13 filings and other
regulatory filing fees associated with the Event Funds’ operations and investments, (iii) interest on the Event
Funds’ borrowings (on margin or otherwise), (iv) costs and expenses associated with negotiating and entering
into contracts and arrangements in the ordinary course of the Event Funds’ business, (v) costs and expenses
incurred for the purpose of protecting, recovering or enhancing the value of the Event Funds’ assets (including
the costs of instituting or defending lawsuits), (vi) costs and expenses of communicating with shareholders and
prospective subscribers, including costs of preparing and mailing reports and notices, (vii) costs and expenses
associated with registering the Event Funds’ restricted securities, (viii) transaction costs and expenses related
to the research, due diligence, and monitoring of the Event Funds’ investments and proposed investments
(whether or not consummated), and the purchase, sale or transmittal of the Event Funds’ investments
(including fees and expenses related to obtaining research and market data (and any information technology
hardware, software or other technology incorporated into the cost of obtaining such research and market data),
such as fees and expenses related to the use of Bloomberg terminals by Mason’s investment professionals and
investment support staff, due diligence expenses including consulting and appraisal fees, brokerage
commissions, clearing and settlement charges, option premiums, borrowing charges on securities sold short,
exchange fees, investment/research-related travel and travel related expenses, custodial, bank service and
other service fees, and other expenses), (ix) systems and technology expenses including, without limitation,
investment-related systems and accounting, operations, risk and valuation systems and technology to the
extent that they support proprietary or vendor supplied investment and/or research-related systems and
processes, such expenses to include, for the avoidance of doubt, the fees and expenses of consultants providing
the foregoing and the cost of obtaining and storing data required for such systems and technology, (x) insurance
expenses, including premiums for cybersecurity insurance and liability insurance covering the General Partner,
the Investment Manager, their respective members, partners, officers and employees, and each member of the
directors, (xi) fees and expenses (including director registration fees) of the Event Funds’ directors, (xii)
withholding and transfer fees, (xiii) taxes, and (xiv) extraordinary expenses, including indemnification

        MASON CAPITAL MANAGEMENT LLC
        110 EAST 59TH STREET, 30TH FLOOR
        NEW YORK, NY 10022
        (212) 771-1200
        www.masoncap.com

expenses, fees and expenses incurred in connection with any tax audit by any taxing authority, including any
related administrative settlement and judicial review, and the fees and expenses incurred in connection with
the reorganization, termination, winding-up and dissolution of the Event Funds. The Event Funds are also
responsible for the Management Fee.

The Investment Manager (or its affiliates) will bear the expenses associated with, among other things, its own
(i) office facilities and utilities, (ii) clerical, bookkeeping and recordkeeping services at such office facilities, (iii)
communications equipment and services including telephone and facsimile facilities, and news and quotation
services, (iv) computer hardware and software, and (v) personnel.

The Investment Manager is authorized to incur and is entitled to be reimbursed by the Event Funds for all costs
and expenses it incurs on behalf of the Event Funds or for the benefit of the Event Funds.

The SPV

Investors in the SPV pay the Investment Manager a management fee in advance at the beginning of each quarter
to cover the SPV’s operating expenses and for the investment advisory and administrative services that it
provides to the SPV. Mason deducts any such management fee payable from the SPV’s assets and charges
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Item 7 – Types of Clients

The Investment Manager provides portfolio management services to the Mason Funds and in its sole discretion
may provide such services to managed accounts. Investors in the Mason Funds may include individuals and
family offices; pension plans; charitable institutions, foundations and endowments; funds of funds; and
sovereign wealth; and, may include, directly or indirectly, principals and/or employees of Mason eligible to
invest.

Mason does not accept investments in any of the Mason Funds from any new investor who is not a qualified
client.

As of the date of this Brochure, the Onshore Fund and Offshore Fund have a minimum initial subscription
requirement of US$1,000,000, which may be reduced for any investor in such Fund at the discretion of the
directors or General Partner, as the case may be, of such Fund. Mason reserves the right to increase the
minimum initial subscription requirement for its Funds and to impose in the future a minimum account size
and other requirements for starting and maintaining a managed account.