3G Capital Partners LP

FEES AND COMPENSATION

A.     Advisory Services and Fees

        Our management and performance fees vary by Client. For several Clients, we charge
management fees based on net assets under management from 0.0% to 2.0% annually, depending
on the Client. For some Clients, we charge 2.0% annually on the value of the underlying investors’
interest which is actively deployed for investments and 0.0% annually to the extent such Clients
engage in co-investments. In addition, we or an affiliate of the Adviser, typically the general
partner of a Fund, receives an incentive or performance allocation of 15-20% of the net capital
appreciation, if any, charged to each Fund subject in certain cases to a loss carry forward provision.
Our fees are further described in the PPMs or other governing documents of each Client. We

structure any performance or incentive allocation arrangement in accordance with Section
205(a)(1) of the Advisers Act and the rules and regulations promulgated thereunder, including the
exemption set forth in Rule 205-3 permitting performance fee arrangements with “qualified
clients.”

        In addition, we and/or our affiliates will from time to time agree to terms with other
investment vehicles or accounts, or with the investors in such other investment vehicles or
accounts, that differ from the terms entered into with our Clients and/or any of their respective
underlying investors, including, without limitation, terms related to management fees, incentive
allocations or fees, reporting, notice periods for redemptions, redemption dates, payment dates,
redemption fees or other redemption terms. Any such arrangements with such other investment
vehicles and accounts may be adverse to the interests of our Clients and/or their respective
underlying investors.

        From time to time, the Adviser provides (or agrees to provide) certain investors or other
persons, including other sponsors, market participants, consultants and other service providers, the
Adviser’s personnel and/or certain other persons associated with the Adviser and/or its affiliates,
co-investment opportunities (including the opportunity to participate in co-investment vehicles)
that will invest in certain investments alongside a Fund. Such co-investments typically involve
investment and disposal of interests in the applicable investment at the same time and on the same
terms as the Fund making the investment. Investors that participate in a co-investment will
generally not pay a management fee with respect to invested funds applied to co-investments, and
the Adviser will, for certain co-investments, receive an incentive or performance allocation. A co-
investment vehicle will bear expenses related to its formation and operation, many of which are
similar in nature to those borne by the Funds.

B.     Payment of Fees

        The IMAs, PPMs, or other Fund documents govern the terms of compensation and the
manner in which we charge fees to each Client. Subject to the terms of IMAs, PPMs, or other
Fund documents, we directly deduct our fees from the Funds. Depending on the Client, our
management fees are generally paid monthly, in arrears, based on ending net assets at the end of
each month. For certain of our Clients, our management fees are paid quarterly, in advance, based
on the value of the underlying investors’ interest which is actively deployed for investments.
Depending on the Fund, any applicable incentive allocation is made, either at the feeder or master
level, annually or during other time frames, in arrears. Fees are prorated for partial periods.

        If a Client or underlying investor pays a fee in advance and then the Client or the underlying
investor terminates its advisory contract or redeems its subscription to interests in the Client (as
applicable) before the end of the billing period, the Client or underlying fund investor may obtain
a refund by contacting the Adviser or the refund will automatically be credited to the Client or
underlying investor as specified in the relevant IMA or Fund document. The amount of the refund
will be prorated for the partial period.

C.     Additional Expenses and Fees

        Our fees are exclusive of other charges, fees, costs, expenses, liabilities and obligations
which are paid by Clients (or their subsidiaries and intermediate entities) and include, among other
things, where applicable: the cost of maintaining a Fund’s existence, including, without limitation,
the cost of maintaining the Fund’s registered office in the Cayman Islands and the fees payable to
the Cayman Island Monetary Authority (CIMA); the cost of meetings of the directors, shareholders
and officers of a Fund; the cost associated with any shareholder communications; expenses of the
continuous offering of shares of a Fund, including the cost of producing and distributing offering
memoranda and other marketing materials; printing and mailing costs; filing fees and expenses;
consulting, brokerage, depositary, finders’, financing, appraisal, and accounting fees, as well as
audit and tax preparation fees and expenses (including the preparation and mailing of K-1 forms);
the fees and expenses of a Fund’s administrator; computer software, licensing, programming and
operating expenses; data processing costs; director fees and out-of-pocket expenses; taxes or other
governmental charges; legal and compliance fees and expenses; indemnification, litigation and
extraordinary expenses, if any; interest expenses; insurance premiums and expenses; custody fees;
bank charges; and operating general operating and organization expenses of a Fund, along with
other research and investment-related fees, costs, expenses, liabilities and obligations. A Fund
will also bear its pro rata share of a master fund’s operational expenses, including, the types of
expenses and charges listed above.

        These charges, fees, expenses, liabilities and obligations are exclusive of and in addition
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TYPES OF CLIENTS

       We currently provide investment advisory services to private investment funds that are,
generally, offered to high net worth financially sophisticated individual and institutional investors.
Our investment advisory services are generally intended for financially sophisticated institutional
and high net-worth individual investors and investment vehicles.

       The minimum account size necessary to open and maintain an account with us varies by
Client and type of Client. The minimum investment for our Funds ranges from $100,000 to
$20,000,000, depending on the Fund, but we retain the authority to require a different amount, or
waive the minimum investment, depending on a variety of factors, such as a particular investor’s
circumstances or our investment strategies.