MFN Partners Management LP

Item 5. Fees and Compensation

The Investment Manager receives a Management Fee and the General Partner is allocated a
Performance Allocation (each as defined below) from the Partnership. Additionally, consistent
with its Organizational Documents, the Partnership typically bears certain out-of-pocket expenses
incurred by the Investment Manager in connection with the services provided to the Partnership.
Further details about certain common fees and expenses are set forth below.

Management Fee

As compensation for investment supervisory services rendered to the Partnership, the Investment
Manager receives from the Partnership a management fee (the “Management Fee”) calculated
based on the aggregate net asset value of the Partnership. The Management Fee and expenses paid
by the Partnership are indirectly borne by investors in the Partnership. The Management Fee billed
to and received from the Partnership is payable quarterly in advance. In the event that an investor
makes a withdrawal or receives a distribution from the Partnership other than as of the first day of
a calendar quarter, the investor is reimbursed a portion of the Management Fee based on the
number of days remaining in the quarter, and such reimbursement is specifically allocated to the
investor making the withdrawal or receiving the distribution.

The precise amount of, and the manner and calculation of, the Management Fee for the Partnership
is established by the Investment Manager and set forth in the Partnership Agreement received by
each investor prior to investment in the Partnership. The Management Fee and other fees described
herein are generally subject to modification, waiver or reduction by the Investment Manager in its
sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter
and/or other arrangements, which will be disclosed to other investors in the Partnership. The
Investment Manager currently waives the Management Fee with respect to the Investment
Manager, the General Partner, their affiliates, their respective current or former partners and/or
employees, and their respective relatives and estate planning and charitable vehicles, which
waivers will not be separately disclosed to other investors in the Partnership. Notwithstanding that
such investors do not pay the Management Fee, all investors pay for their pro rata share of certain
Partnership Expenses (as defined below).

The fee structures described herein can be modified from time to time in accordance with the terms
of the Organizational Documents. Upon termination of the Investment Management Agreement,
the Management Fee that has been prepaid is returned on a prorated basis.

Performance Compensation

Please refer to Item 6.

Expenses

Investment Manager Expenses

The Investment Manager is responsible for all ordinary overhead expenses such as rent, utilities,
supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, employee
benefits including insurance, payroll taxes and compensation of all personnel of the Investment

Manager, and other routine administrative expenses relating to the advisory services and facilities
provided by the Investment Manager to the Partnership, none of which are borne by the
Partnership.

Partnership Expenses

Pursuant to the Partnership Agreement, the Partnership will bear out of the capital and/or income
of the Partnership all expenses, fees, charges, taxes and liabilities incurred or arising in connection
with the conduct of the affairs of the Partnership, or in connection with the management thereof
(the “Partnership Expenses”) including but not limited to the following: (i) the payment of the
Management Fee; (ii) all fees and expenses (including indemnities) of the custodian, the
Partnership’s accountant (including outsourced accounting), auditors, tax consultants, legal
advisors, valuation firms, the Partnership’s prime broker and any other service provider of the
Partnership; (iii) administration fees and other expenses charged by or relating to the services of
third-party providers of administration services in accordance with the applicable administration
agreements; (iv) excluding any analysis expenses and any expenses to be borne by the Investment
Manager pursuant to the Partnership Agreement, third-party and out-of-pocket research expenses
and market data expenses (including, without limitation, news, quotation, statistics and pricing
services; hardware, software, databases and other technical and telecommunications services and
equipment used in the investment management and order management processes; and consulting
fees in connection with investigating and monitoring potential and existing investments); (v) third-
party and out-of-pocket fees and expenses relating to systems and software used in connection
with the operation of the Partnership and investment related activities (including, without
limitation, any accounting and administrator-like functions that the Investment Manager performs
in-house); (vi) expenses relating to the purchase, sale, transmittal, maintenance and administration
of the Partnership’s investments and other investment-related expenses, including but not limited
to: (A) research and due diligence costs in respect of consummated and unconsummated
transactions, broker commissions, interest on margin accounts and other indebtedness, custodial
fees and bank service fees, and (B) expenses incurred by or on behalf of the General Partner
relating to (i) any review, waiver or amendment of documents by outside counsel related to
investments by the Partnership, (ii) employing outside lawyers or consultants in connection with
the making, purchasing or restructuring of any investments, (iii) out-of-pocket expenses of the
General Partner and its agents, including the reasonable expenses of exercising observation rights
(including through a representative), and (iv) all other extraordinary expenses of the General
...

Item 7. Types of Clients

The Investment Manager provides investment supervisory services to the Partnership. Investment
advice is provided directly to the Partnership and not individually to investors in the Partnership.

Interests in the Partnership are offered pursuant to applicable exemptions from registration under
the Securities Act and the 1940 Act. Investors in the Partnership are generally “qualified
purchasers” as defined in the 1940 Act, and include, among others, charitable and not-for-profit
organizations, university endowments, high net worth individuals, trusts, and other entities.

The Investment Manager does not currently have a minimum commitment size for investment in
the Partnership but reserves the right to establish such a minimum in the future.