Ardmore Global Investors LP

Fees and Compensation

       Management Fee

The Master Fund pays a management fee of 1.5% per annum (the “Management Fee”). The
Management Fee is paid quarterly in advance based on the value of each Investor’s capital
account as of the first business day of each calendar quarter. The Management Fee is paid
directly from the assets of the Master Fund.

The General Partner, in its sole discretion, may waive or modify the Management Fee for
Investors that are members, principals, employees, or affiliates of the General Partner or
Ardmore, relatives of such persons, and certain large or strategic Investors. In addition, certain
strategic or founding Investors will pay reduced Management Fees.

       Incentive Allocation

The General Partner receives an annual performance-based allocation from the Master Fund of
20% of each Investor’s share of net profits (including net unrealized gains on investments) as of
each fiscal year end (the “Incentive Allocation”). When calculating the Incentive Allocation, the
Management Fee and all items of income, loss, and expense incurred by the applicable Feeder
Fund will be taken into account. To the extent the Incentive Allocation is taken at the Master
Fund level, no Incentive Allocation will be taken at the Feeder Fund level. In the event that an
Investor withdraws capital (in whole or in part) or retires at any time other than at the end of a
fiscal year, the deduction of the Incentive Allocation will be made with respect to such
withdrawn capital as though it were being made at the end of a fiscal year. The Incentive
Allocation is subject to a loss carry forward provision.

The General Partner, in its sole discretion, may waive or modify
the Incentive Allocation for Investors that are members,                 Investors are strongly
employees, or affiliates of the General Partner or Ardmore,              encouraged to refer to
relatives of such persons, and certain large or strategic Investors.    each Fund’s Governing
                                                                            Documents for a
       Expenses                                                         complete description of
                                                                         the fees and expenses
In addition to the Management Fee and Incentive Allocation,                applicable to each
certain expenses are paid by the Funds, including:                               Fund.
   1. legal, compliance, administration, audit, and accounting;
   2. organizational expenses;
   3. investment expenses, such as commissions and research costs (including data services
      and research-related travel);
   4. interest on margin accounts and other indebtedness;
   5. borrowing charges on securities sold short;

   6. custodial and bank service fees;
   7. insurance costs;
   8. independent Master Fund Review Committee members’ and Offshore Fund directors’
       fees and expenses;
   9. expenses of regulatory compliance, filings, and reporting;
   10. any other expenses related to the purchase, sale, or transmittal of Fund assets.

Each Feeder Fund will bear its pro rata share of the Master Fund’s expenses. However, as a
matter of fairness, expenses that are incurred on behalf of a given Feeder Fund may, in the sole
discretion of the General Partner, be allocated solely to that Feeder Fund.

             Performance-Based Fees and Side-By-Side Management

As described above, the General Partner receives an Incentive Allocation from the Master Fund.
Performance-based compensation arrangements may create an incentive for Ardmore to
recommend investments that are riskier or more speculative than those that would be
recommended under a different compensation arrangement. Such compensation arrangements
also create an incentive to favor higher fee paying accounts over other accounts in the allocation
of investment opportunities. These conflicts are mitigated by the fact that neither Ardmore nor
any of its affiliates currently has any other performance-based compensation arrangements and
does not allocate investments to any clients except for the Master Fund.

Types of Clients

Ardmore provides investment advisory services to privately-offered pooled investment vehicles.
The minimum investment amount in a Feeder Fund is $1,000,000, and the minimum subsequent
investment amount is $250,000. However, a lesser amount may be accepted at Ardmore’s
discretion.

           Methods of Analysis, Investment Strategies, and Risk of Loss

        Methods of Analysis and Investment Strategies

Ardmore seeks to achieve positive investment results by applying a process-driven approach to
research and portfolio management. Key tenets of Ardmore’s investment philosophy include:

   1.   Identify core ideas based on a long term, fundamental thesis;
   2.   Focus on identifying best ideas in both the long and short books;
   3.   Support fundamental research with sector and company specific data;
   4.   Utilize models and analytical tools to create price targets and drive positioning; and
   5.   Employ experienced sector specialists.

The Funds invest primarily in the common stocks of publicly-traded global companies in the
TMT sector. In addition, the Funds may from time to time invest in stock warrants and rights,
when-issued and forward commitment securities, preferred stocks, derivative transactions, swap
agreements, securities of financially distressed companies, money market obligations, exchange-
traded funds, options, call and put options on indices, and certain other financial instruments.

Investment decisions are made following Ardmore’s systematic research process, which focuses
on new idea generation, team collaboration, extensive due diligence, and risk/reward analysis. As
part of the research and due diligence process, Ardmore’s investment professionals meet with
management teams, review third-party data, analyze company financials, conduct detailed
modeling, consult with industry experts, and conduct various scenario analyses, among other
things.

Portfolio composition is made up of long and short TMT investments across different idea types,
risk profiles, and time horizons. Ardmore seeks to develop extensive proprietary models to create
a price target framework that helps to guide position sizing.

        Material Risks
                                                                           Investing in
There are a number of risks associated with an investment in
the Funds, including a lack of diversification, the use of
                                                                       securities involves
leverage, investments in derivative instruments, investing in          risk of loss that all
non-U.S. securities, and the uncertainty of general market and        Investors should be
economic conditions. In addition, there are significant risks          prepared to bear.
associated with investing in the TMT industries, some of
which are described in more detail below.

Investors should refer to each Fund’s Governing Documents for a more detailed
description of these risks and other risks associated with the Funds’ trading programs and
strategies.

       TMT Sector Risks

Certain telecommunications, media, and technology companies in which the Funds invest face
significant risks including, but not limited to, regulatory, operational, technological, and
competitive risks. For example, telecommunications services are subject to regulation at the
federal level by the Federal Communications Commission (“FCC”) and at the state level by
public utilities commissions. Additionally, a significant portion of the media industry is subject
to regulation by the FCC under federal laws and regulations, including the Communications Act
of 1934 and The Telecommunications Act of 1996. FCC rules and regulations have been subject
to numerous appeals to both the courts and Congress. As such, it is difficult to accurately predict
the impact of any potential new legislation or court action on any company within the
telecommunications, media, and technology industries.

The telecommunications and media industries are experiencing significant technological change,
including improvements in the capacity and quality of currently deployed technology. This
causes uncertainty about future customer demand for products and services and the prices that
the companies will be able to charge for these services. The rapid change in technology may lead
to the development of alternative products and services that consumers prefer over existing
offerings. Certain of the technology and technology-related companies in which the Funds invest
may allocate, or may have allocated, greater than usual amounts to research and product
development. The securities of such companies could experience above-average price
movements associated with the perceived prospects of success of the research and development
investments. In addition, companies could be adversely affected by the lack of commercial
acceptance of a new product or service.

The markets in which many telecommunications, media, and technology companies operate are
extremely competitive. New technologies and improved products and services are continually
being developed, rendering older technologies, products, and services obsolete. Moreover,
competition can result in significant downward pressure on pricing. Competition is likely to
intensify as a result of the entrance of new competitors and the rapid development of new
technologies, products, and services. There can be no assurance that companies in which the
Funds may invest will be able to successfully predict which of many possible future
technologies, products, or services will be important to maintain a competitive position or what
expenditures will be required to develop and provide these technologies, products, or services.
To the extent that a company in which the Funds invest does not keep pace with technological
advances or fails to timely respond to changes in competitive factors in the industry, the
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