D1 Capital Partners LP

FEES AND COMPENSATION

    A. Advisory Fees and Compensation
        1. The Hybrid Funds

      The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief
summary of such fees is provided below.

            (a) Management Fee

         Generally, each Hybrid Feeder Fund pays the Investment Adviser a fee for investment management
services (the “Management Fee”) for each month equal to one-twelfth of the product of the management
fee rate applicable to the capital account of an investor (between 1-2% per annum) and the balance of such
capital account of such investor as of the end of such month (without taking into account the estimated
Incentive Allocation (see below), if any). The Management Fee generally is calculated and paid in arrears
within 15 to 30 days of each month end. The Investment Adviser may, without the consent of Hybrid Fund
investors, cause the Management Fee to be charged to and paid (without duplication) at the level of the
Hybrid Master Fund, any trading subsidiary or any special purpose vehicle, or, in the case of the Hybrid
Offshore Fund, the Hybrid Intermediate Fund rather than at the level of the Hybrid Feeder Funds. For the
purposes of calculating the Management Fee, certain investments of the Hybrid Funds designated by the
Investment Adviser as “private investments” will be valued at the lower of (i) initial cost of such
investments, as adjusted for partial realizations (or deemed realizations), and (ii) fair value (which may be
at cost) as of the end of the applicable month, as determined by the Investment Adviser. The specific
calculation methodology for the Management Fee is detailed in the Hybrid Funds’ governing documents,
as well as additional information regarding the Management Fee.

        Each Hybrid Feeder Fund offers several classes of interests into which investors may invest, as
detailed further in the applicable Fund’s offering documents. The management fee rate differs among such
classes of interest and therefore the specific Management Fee amounts charged to investors will be
determined by the specific investor’s class of interests. In the sole discretion of the Hybrid Fund General
Partner, the Management Fee may be waived, reduced or calculated differently with respect to certain
investors.

            (b) Incentive Allocation

         Generally, at the end of each fiscal year of the Hybrid Funds, the Hybrid Fund General Partner is
entitled to an incentive allocation (the “Incentive Allocation”) determined separately with respect to each
capital account established for an investor. The Hybrid Domestic Fund allocates to the Hybrid Fund
General Partner the Incentive Allocation directly and the Hybrid Offshore Fund allocates to the Hybrid
Fund General Partner the Incentive Allocation indirectly, through the Hybrid Intermediate Fund. The
Investment Adviser may, without the consent of Hybrid Fund investors, cause the Incentive Allocation to
be allocated and distributed (without duplication), from the Hybrid Master Fund, any trading subsidiary or
any special purpose vehicle, rather than from the Hybrid Domestic Fund or, indirectly through the Hybrid
Intermediate Fund, the Hybrid Offshore Fund.

        In the event that a Hybrid Feeder Fund is terminated or an investor withdraws or is distributed
amounts other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation
allocable at such time to the Hybrid Fund General Partner, net capital appreciation will be determined as if
such dates were the end of the fiscal year, subject to certain adjustments.

         Each Hybrid Feeder Fund offers several classes of interests into which investors may invest, as
detailed further in the Fund’s offering documents. The incentive allocation rate and manner of calculation
of the Incentive Allocation differs among such classes of interest and therefore the specific Incentive
Allocation amounts charged to investors will be determined by the specific investor’s class of interests and
the investments of the Hybrid Funds in which the capital account of the specific investor participates
(which, for the avoidance of doubt, will differ among capital accounts as a result of variables including,
without limitation, the timing of the specific investor’s contribution to that capital account and the
percentage of such contribution that is available from time to time for investments designated by the
Investment Adviser as “private investments”). For example, for certain classes of interest, the Incentive
Allocation allocated in respect of the specific investor’s capital account will be an amount equal to the result
of (i) the applicable incentive allocation rate multiplied by (ii) the amount of the net capital appreciation
allocated to such capital account for such fiscal year reduced by the Management Fee debited to such capital
account for such fiscal year (or, if the Investment Adviser causes the Management Fee to be charged to and
paid by the Hybrid Master Fund, a trading subsidiary or a special purpose vehicle, rather than the Hybrid
Fund, the amount of the Management Fee indirectly borne by such capital account at the level of the Hybrid
Master Fund, a trading subsidiary or a special purpose vehicle, as applicable, for such fiscal year) taking
into account any gains or losses from investments designated by the Investment Adviser to be “private
investments” that have been realized or deemed realized and “private investment income”, but reduced to
the extent of any balance in such capital account’s “loss recovery account”. Certain other classes of interest
are subject to a “progressive incentive allocation”, pursuant to which the Incentive Allocation due in respect
of such interests is calculated separately (and in a different manner) with respect to the portion of the capital
account that is invested in public investments and the portion of the capital account that is invested in
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TYPES OF CLIENTS

We provide investment advice to the Funds and the Co-Investment Entities, as described above.