Cat Rock Capital Management LP

Item 5         Fees and Compensation
A. Fee Schedule

   The Governing Documents of each Fund govern the terms of compensation and the manner in which
   we charge fees to each of our Fund Investors. The fees payable to Cat Rock are negotiable and could
   vary from Client to Client and could be different from the fees and compensation payable in respect
   of any prior or successor Client. All Fund Investors should review the Governing Documents of the
   relevant Fund in conjunction with this Brochure for complete information on the fees and
   compensation payable with respect to that particular Fund. For a detailed description of our fee
   arrangements, see “Item 5.B. – Payment of Fees.”

   In addition to our fees and compensation, each Fund, as applicable, pays expenses attributable to the
   organization of the Funds and the sale of interests to the Fund Investors of each Fund (the
   “Organizational Expenses”) which are allocated pro rata according to the capital commitments of the
   Fund Investors of each Fund. At a Fund’s initial closing date, the Fund reimburses the general partner
   for all Organizational Expenses incurred by the general partner or any of its affiliates (including Cat
   Rock) allocated to the Funds, up to a specified amount, with the general partner of such Fund bearing
   any Organizational Expenses in excess of such amount.

   In addition to the management fees and incentive allocations or carried interest payable to the
   general partner, each Fund, as set forth in the applicable Governing Documents of the Fund, pays for
   operating expenses and administrative expenses, which generally include, but are not limited to, all
   Organizational Expenses and offering expenses; all costs and expenses relating to activities and
   operations (to the extent not reimbursed in connection with an investment), including, without
   limitation, all fees, costs and expenses associated (directly or indirectly) with the negotiation,
   financing, sourcing, acquiring, holding, monitoring, hedging, settling and disposing of investments or
   proposed investments; other transaction costs, including, without limitation, transaction fees,
   custodial fees, brokerage fees, commissions, consulting, advisory, due diligence, investment banking,
   legal, financial, auditing, accounting, research, third-party consulting and other professional fees and
   expenses related to investments and proposed investments, as well as all fees, expenses, interest
   payments and principal payments due to any lenders, investment banks and/or other financing
   sources in connection with the financing, sourcing, acquiring, holding, monitoring, hedging and
   disposing of investments or proposed investments; custodial fees, appraisal fees and expenses; all
   investment-related travel expenses (including industry conferences) and travel expenses related to
   the purchase, sale or transmittal of assets; all entity-level taxes, fees and other governmental charges;
   the costs of any insurance (including, without limitation, general partner liability insurance, errors and
   omissions insurance, directors and officers insurance, if any, and other insurance policies); directors’
   fees; expenses incurred in the collection of monies owed to a Fund; research related computer
   hardware and software expenses, including Bloomberg terminals and subscriptions relating to, among
   other things, trading, order management and other technology and services; legal, regulatory,
   compliance, auditing, research and accounting fees and expenses including, without limitation, fees
   and expenses of any administrator of a Fund; expenses associated with the preparation and delivery
   of financial statements, tax returns and Schedules K-1, if any; extraordinary expenses (including,
   without limitation, litigation-related and indemnification expenses, whether payable in connection
   with a proceeding involving a Direct Client or otherwise, and including the amount of any judgment
   or settlement paid in connection therewith); the costs of any reporting to Fund Investors and/or
   Clients; reasonable expenses incurred in connection with any meetings of Fund Investors and/or

   Clients and reasonable expenses of the members and meetings of any committee of a Direct Client
   (including advisory committees); expenses incurred in connection with the dissolution, liquidation and
   termination of a Direct Client; and expenses incurred in connection with the preparation of
   amendments to any Direct Client agreement.

   We will bear the costs of providing our services to our Direct Clients, including our marketing expenses
   and non-research related computer hardware and software expenses, as well as all ordinary overhead
   expenses, including rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
   salaries, bonuses and benefits paid to, or on behalf of, employees of Cat Rock as described in more
   detail in each Client’s Governing Documents.

   In connection with the above fees and expenses, the Feeder Funds pay a proportionate share of such
   fees and expenses incurred by the Master Fund. We do not receive brokerage commission or other
   compensation attributable to the sale of securities or other investment products.

   For a discussion of the factors that we consider in selecting or recommending broker-dealers for Client
   transactions and determining the reasonableness of commissions and compensation for such broker-
   dealers, see Item 12.A – “Brokerage Practices − Selection Factors.”

B. Payment of Fees

   The fees relating to our trading strategies for the Funds are generally as follows:

           •   A management fee is generally payable by the Master Fund to us on a quarterly basis, in
               advance (however not six or more months in advance). Fund Investors in the Feeder
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Item 7          Types of Clients
We currently provide investment advisory services to pooled investment vehicles which are exempt from
registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Certain of the Funds admit only investors that are “accredited investors” within the meaning set forth in
Regulation D under the Securities Act of 1933 and “qualified purchasers” as defined in Section 2(a)(51) of
the Investment Company Act. Certain other Funds require investors to meet certain suitability
qualifications, such as being both (A) “accredited investors” under SEC Regulation D of the Securities Act
of 1933 and (B) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act
of 1940, as amended. It is anticipated that any future pooled investment vehicle managed by Cat Rock
will have similar eligibility standards as the Funds.

Typical minimum initial subscription amounts for Fund Investors in the Master Fund range from
$1,000,000 for individuals subscribing for Tranche B interests or shares and for individuals and institutions
subscribing for Tranche C interests or shares in the US Feeder and Offshore Feeder respectively; and
$10,000,000 for institutions subscribing for Tranche B interests or shares in the US Feeder and Offshore
Feeder respectively. The Fund GP, in its sole and absolute discretion, could accept subscriptions in lesser
amounts. To the extent capacity is available as determined by the Fund GP in its sole and absolute
discretion; the minimum additional subscription by an existing investor is $500,000, although the Fund GP
could accept lesser amounts.

The minimum capital commitment amounts for Fund Investors in the Opportunities Fund II is $1,000,000,
provided that respectively, the Opportunities Fund GP II, in its sole discretion and on a case-by-case basis,
could reduce the minimum commitment amount with respect to any Fund Investor.

Further, Cat Rock describes minimum investment amounts in the respective Fund in the Firm’s Form ADV,
Part 1A.