Wingspan Investment Management LP

Fees and Compensation
General
Wingspan provides investment advisory services to each of the Fund(s) pursuant to separate
investment management and/or limited partner agreements (the “Agreements”). The Agreements,
along with Governing Fund Documents, set forth in detail the fee structure relevant to each such
Fund. The terms of the Agreements are generally established at the time of the formation of the
applicable Fund(s).

Wingspan typically receives compensation from fees based on a percentage of assets under
management, incentive allocations and certain other fees or expenses related to transactions (see
below). Investors should review all fees charged by Wingspan and others to fully understand the
total amount of fees to be paid by a Fund and, indirectly, by their Investors.

Management Fee
The Fund(s) pays Wingspan an annual management fee (the “Management Fee”) at rates that
depend upon the class of Fund shares, which generally ranges from 0.9% to 2.0% (per annum).
The Management Fee is payable quarterly in advance and is typically based on the net asset value

Form ADV Part 2 Brochure | Wingspan Investment Management                          March 30, 2016

of each series of shares of the relevant class as of the beginning of such fiscal quarter (before
taking into account the estimated accrued incentive allocation), in each case in accordance with
the Governing Fund Documents. In the event of a redemption by an Investor other than as of the
last day of a fiscal quarter, the Advisor will return to the Fund(s) an amount equal to the pro rata
portion of the Management Fee based on the actual number of days remaining in such fiscal
quarter, and the Fund(s) will return such amount to the redeeming Investor. Wingspan and its
affiliates currently waive management fees for employees and certain related family members
invested in the Fund(s). Furthermore, Wingspan and its affiliates reserve the right to waive or
reduce management fees for certain other investors, including, but not limited to, a limited number
of strategic partners, advisors and consultants and others as may be determined in Wingspan’s
sole discretion.

Incentive Allocations
Generally, at the end of each Fiscal Year, the Fund(s) reallocates from each series capital account
to the capital account of the General Partner an incentive allocation (“Incentive Allocation”),
which generally ranges from 8% to 20% of the net capital appreciation for the fiscal year
attributable to the corresponding series of shares of an Investor, after deducting the Management
Fee and any expenses of the Fund(s). The calculation of the Incentive Allocation is further
disclosed in the Governing Fund Documents, and may vary by fund and class. As is the case with
Management Fees, Wingspan and its affiliates currently waive Incentive Allocations for
employees and certain related family members invested in the Fund(s). Furthermore, Wingspan
and its affiliates reserve the right to waive or reduce Incentive Allocations for certain other
investors, including, but not limited to, a limited number of strategic partners, advisors and
consultants and others as may be determined in Wingspan’s sole discretion.

Other Fees Earned by Wingspan
Wingspan may receive consulting, advisory and other similar fees associated with investments or
proposed investments made by each Fund and/or fees associated with employees serving on
bankruptcy, creditor and other committees (“Other Fees”). A percentage of these Other Fees are
applied to reduce the quarterly Management Fee. The recipients of this Brochure must refer to the
detailed information found in the Governing Fund Documents for specific information about the
fees earned by Wingspan, including Other Fees, and the fees charged to each Fund.

Other Expenses Charged to the Funds
In addition to Management Fees, Incentive Allocation and Other Fees, Investors bear indirectly
the fees and expenses charged to the Fund(s). Those fees and expenses vary by fund, and include
each Fund’s own expenses and pro rata share of expenses associated with interests in certain
Fund(s). Such expenses typically include, among other things: investment expenses, whether or
not such investments are consummated (such as brokerage commissions, expenses relating to
short sales, clearing and settlement charges, custodial fees, bank service fees and interest
expenses); investment-related travel expenses (which are travel expenses related to the purchase,
sale or transmittal of, or due diligence regarding, the Funds’ investments, whether or not such
investments are consummated, incurred by the Advisor or the General Partner; professional fees
(including, without limitation, expenses of consultants, investment bankers, attorneys, accountants
and other experts) relating to investments; fees and expenses relating to software tools, programs
or other technology utilized in managing the Fund(s) (including, without limitation, third-party

Form ADV Part 2 Brochure | Wingspan Investment Management                           March 30, 2016

software licensing, implementation, data management and recovery services and custom
development costs); research and market data (including, without limitation, any computer
hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the
cost of obtaining such research and market data); administrative expenses (including, without
limitation, fees and expenses of the administrator); directors' fees; legal expenses; accounting and
valuation expenses (including, without limitation, the cost of accounting software packages);
news, quotation and computer equipment; audit and tax preparation expenses; costs related to
errors and omissions insurance for the General Partner and the Advisor; costs of printing and
mailing reports and notices; entity-level taxes; corporate licensing; expenses incurred in
connection with regulatory filings (including, without limitation, filing fees, costs related to
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Types of Clients
Wingspan provides discretionary management and advisory services to the Fund(s) directly,
subject to the direction and control of the General Partner, and not individually to the Investors.
Investors in the Fund(s) may include, but are not limited to, high net worth individuals, pension
plans (corporate, state and foreign), sovereign wealth funds, endowments, foundations, banks,
pooled investment vehicles (e.g., funds-of-funds), trusts, estates or charitable organizations, and
corporate or business entities.

The minimum commitment for an Investor is outlined in the Governing Fund Documents;
however, Wingspan and/or its affiliates maintain discretion to accept less than the minimum
investment threshold. Investors are required to meet certain suitability qualifications, such as
being an “accredited investor” within the meaning set forth in Rule 501(a) of Regulation D under
the Securities Act. Also, Investors are required to make certain representations when investing in
a Fund, including, but not limited to that (i) they are acquiring an interest for their own account,
(ii) they received or had access to all information they deem relevant to evaluate the merits and
risks of the prospective investment and that (iii) they have the ability to bear the economic risk of
an investment in the Fund. Details concerning applicable Investor suitability criteria are set forth
in the respective Governing Fund Documents and subscription materials, which are provided to
each Investor.

The Fund(s) and the General Partner may from time to time enter into separate agreements,
commonly referred to as “side letters,” or other similar agreements with one or more prospective
Investors whereby in consideration for agreeing to invest a certain amount in the Fund(s) or other
consideration deemed material by the General Partner, such Investors may be granted favorable
rights not afforded to other Investors, which would have the effect of establishing rights under or
supplementing the terms of the applicable Fund’s partnership agreement with respect to such
Investor in a manner more favorable to such Investor than those applicable to other Investors.
Such rights or terms in any such side letter or other similar agreement may include, without
limitation, (i) greater transparency into the Fund’s portfolio, (ii) different or more favorable
redemption rights, such as more frequent redemptions or shorter redemption notice periods, (iii)
greater information than may be provided to other Investors, (iv) different fee terms, (v) more
favorable transfer rights, (vi) key-person notifications, and (vii) such other rights as may be
negotiated between the Funds, the General Partner and such Investors. In this regard, the Fund(s)
and the General Partner may enter into such agreements without the consent of or notice to the
existing Investors. No other Investor shall be entitled to participate in any such special
arrangement without the approval of the General Partner. Although certain Investors may invest in
the Fund(s) with different material terms, the Fund(s) and the General Partner generally will only
offer such terms if they believe other Investors in the Fund(s) will not be materially

Form ADV Part 2 Brochure | Wingspan Investment Management                           March 30, 2016

disadvantaged. The General Partner shall have no obligation to offer any special arrangement to
any other Investor, and no Investor that is not offered any such special arrangement shall have any
right or claim against the General Partner or the Investor in relation to such special arrangement.

In addition, the General Partner reserves the right to offer one or more future seed investors within
the Fund(s) special privileges, including increased transparency into Fund(s) holdings and waived
or reduced fees and expenses. Such seed investor(s) also has greater access to information than
other Investors in the Fund(s) and is entitled to receive information regarding the Fund(s) and its
activities. Other Investors generally will not have, and will not be entitled to have, the same type,
amount or timeliness of information about the Fund(s).

Methods of Analysis, Investment Strategies and Risk of Loss
Overall Investment Strategy and Methods of Analysis
The Fund(s) intends to exploit mispricings in loans, debt and equity securities, as well as
derivatives, utilizing rigorous fundamental analysis with a catalyst-driven investing philosophy
and intense focus on risk mitigation. In implementing this program, the Fund(s) is committed to
multi-strategy investing across capital structures, sectors, asset classes and geographies.

Wingspan targets long and short investments with market prices below or above fundamental
value, which may be the result of several factors, including: (i) difficulties in conducting
thorough financial analysis on a troubled, complex company or financial instrument; (ii) the
presence of complex business, legal and/or other corporate difficulties; and (iii) the lack of
external sources of information (e.g., companies that elect to provide minimal disclosure to
investors or that operate in a specialized industry niche).

Wingspan believes that the Fund(s) can achieve attractive risk-adjusted returns for Investors
through: (i) superior investment selection using rigorous fundamental analysis; (ii) focusing on
situations where impending industry or corporate catalysts drive value created opportunities; (iii)
assessing risk versus reward throughout the capital structure; and (iv) deploying capital across
geographies depending on attractiveness. The Fund(s) primarily targets investment opportunities
in the North American and Western European markets, as well as opportunistically in Asia.

The Funds’ primary focus is on companies with complex balance sheets that are facing challenges
(e.g., a significant corporate restructuring or recapitalization, major litigation, legislative or
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