Pentwater Capital Management LP

ITEM 5 – FEES AND COMPENSATION

Funds
We do not have a general fee schedule applicable to our clients or prospective clients. The specific
fees we charge to each Fund are described in the Offering Documents of the relevant Fund. The
management fees are paid for the costs of the investment advisory and administrative services we
provide to each Fund. We receive a management fee of between 0.0% and 2% annually of the assets
under management of each of the Funds, paid in advance. Fees are generally calculated and paid
monthly and investors can generally only redeem from a Fund at the end of a month, in the ordinary
course. The rate of the management fee varies from Fund to Fund (and may vary among classes in a
Fund) and is based on a variety of factors that include the types and mix of assets involved, the nature
and complexity of the assets, the nature and complexity of the particular Fund, the nature of the
services provided, the size of the Fund and the types of investors in the particular Fund. In addition
to management fees, we receive reimbursement of certain expenses from the Funds, as described in
the Offering Documents and periodic reports provided to investors in those Funds. These
reimbursements are for expenses such as trading, transactional, market data and compliance costs,
incurred on behalf of the Funds. For example, the Funds bear all operating expenses and trading (if
any) expenses, certain expenses relating to cash management, expenses related to the ongoing
offering of interests and certain fees relating to the Funds’ administration, such as the fees and
expenses of the Funds’ administrator, legal, compliance, audit, accounting and tax return preparation
fees and expenses, and governmental filings and fees. Each Fund also is responsible for its own non-
recurring or extraordinary expenses, including, without limitation, expenses of litigation by or against
the Fund and related legal fees and expenses.

Where permitted under the Investment Advisers Act of 1940, as amended (the “Investment Advisers
Act”), we or one of our affiliates (typically in its capacity as the manager or general partner of a Fund)
also receive an annual performance allocation or fee of up to 20% of the new net profits earned by the
investors in the Fund (i.e. profits over a “high water mark” or profits in excess of previous losses), as
described more fully in the Offering Documents of the particular Fund. The performance fee or
allocation is paid as described in each Fund’s document and is also calculated and is due upon the
redemption of an investor from a Fund.

As a general matter, we deduct our management and performance fees or allocations directly from a
Fund investor’s account in the respective Fund.

Certain strategic investors negotiate the fees charged and can be charged fees at lower rates than those
described herein or as set forth in the relevant Fund’s Offering Documents. In addition, as further
described herein, if we believe that other investors will not be materially adversely affected, we grant
certain investors preferential rights with respect to various matters, including, without limitation, the
right to most favorable economic terms for their investments. We determine any such fee reductions
or other preferential economic rights on a case‐by‐case basis.

Fees are calculated based on the value of the Funds’ assets. We have the discretion to value the Funds’
positions in such manner as we deem fair and equitable (including the authority to override third‐
party dealer valuations). By doing so, we face a conflict of interest because our fees are based on the
values we determine. To address this conflict, we have a valuation committee whose responsibility
includes ensuring that we determine prices in a manner that reflects fair value.

Separately Managed Accounts
The fees we charge clients with separately managed accounts are negotiated with each client, and
generally include a management fee, performance fee, or a combination of both. Fees charged to
separately managed accounts are billed to the client, and we do not have the ability to deduct the fees
from such client’s accounts.

Our fees are exclusive of brokerage commissions, transaction fees, and other investor related costs
and expenses that are incurred by clients. Clients also incur certain charges imposed by custodians,
brokers, and other third parties, such as custodial fees, odd‐lot differentials, transfer taxes and
withholding taxes, wire transfer and electronic fund fees, and similar other fees and taxes that are
charged in connection with investment activity in brokerage accounts and the related transactions.
Pentwater and its affiliates or personnel may receive directors’ fees or similar fees, payments or
compensation (whether in the form of cash, options, warrants, stock or otherwise) in connection with
services provided to companies in which our clients invest. The fees, payments or compensation shall
be credited to these clients (upon their reduction to cash, if applicable), on a pro-rata basis if other
clients have invested in the investment generating such payment.

ITEM 7 - TYPES OF CLIENTS

We serve as an investment adviser to the Funds and to separately managed accounts.
Investors in the Funds must be “accredited investors” (as defined in Regulation D under the Securities
Act of 1933, as amended) and “qualified purchasers” (as defined in the Investment Company Act of
1940 (“Investment Company Act”)). As such, the Funds we manage are exempt from registration as
investment companies under the Investment Company Act through the exclusion provided by
Section 3(c)(7) of the Investment Company Act. Each Fund imposes minimum investment limits

upon investors in the Fund (such limits can be found in the relevant Fund’s Offering
Documents and range from $100,000 to $5,000,000).

We also provide investment advisory services to clients that are institutional investors through
separately managed accounts. Although we do not generally require a minimum dollar amount of
assets in order to open an account, these clients are generally expected to be “qualified institutional,
buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended and at a
minimum would meet the suitability requirements, discussed above, for investing in a Fund.