D2 Asset Management LP

Item 5 – Fees and Compensation

Below is a discussion of how the Adviser is typically compensated in connection with providing
advisory services to its Clients. Because the Adviser may enter into different fee arrangements on a Client
by Client basis, please ensure you obtain and carefully read and study all applicable Governing Documents
for any Fund or Fund(s) for which the Adviser provides investment advisory services.

The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio companies
may also make other payments to the Adviser or its affiliates for services provided to the portfolio
companies which, in certain circumstances, may reduce the Management Fees payable to the Adviser.
Additionally, consistent with the Governing Documents of a Fund, the Fund typically bears certain out-
of-pocket expenses incurred by the Adviser in connection with the services provided to the Fund and/or
the portfolio companies. Further details about certain common fees and expenses are set forth below.

Management Fee

For its services to each Fund, the Adviser receives a management fee (the “Management Fee”), which is
based on a percentage of contributed capital or net asset value. Management Fees paid by a Fund are
indirectly borne by investors in such Fund.

The annual Management Fee is paid quarterly in arrears. The Adviser will refund any pre-paid
Management Fees by a Fund if the Advisory Agreement with such Fund is terminated before the end of
the billing period. Management Fee refunds are calculated on a pro-rata basis for partial periods.

The precise amount of, and the manner and calculation of, the Management Fees for each Fund are
established by the Adviser and are set forth in such Fund’s Governing Documents received by each
investor prior to making investment in such Fund. The Management Fees and other fees and distributions
described herein are generally subject to modification, waiver, or reduction by the Adviser in its sole
discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other
arrangements, which may not be disclosed to other investors in the same Fund. The fee structures
described herein may be modified from time to time. Fees differ from one Fund to another, as well as
among investors in the same Fund. The Adviser retains flexibility to structure its compensation from
investors and expects in certain circumstances to agree to invoice an investor directly for Management
Fees or other compensation, rather than deducting such amounts from the investor’s capital account(s).

The Governing Documents set forth the full list of terms under which Management Fees will be reduced,
offset or otherwise be limited, and consequently investors should expect to bear the full specified
Management Fee rate in the Governing Documents.

As more fully described below, the Adviser or its affiliates are permitted to charge Other Fees (as defined
below).

Carried Interest

Additionally, a Fund may be charged a performance fee (sometimes referred to as “carried interest”)
based on net profits (the “Performance Fee”). The Performance Fee for each Client is specified in the
Governing Documents of such Client.
The Performance Fee, if any, will be calculated and billed or allocated periodically. With respect to the
Funds, the General Partner of each Fund is entitled to receive an allocation of net profits, and in

accordance with other provisions of the applicable Fund’s limited partnership agreement, may be subject
to limited partners receiving all capital contributions or a stated preferred return. Lower fees for
comparable services may be available from other sources.

Organizational Expenses

The Fund shall pay or reimburse the General Partner and its Affiliates for the Fund’s Pro Rata Share of
all Organizational Expenses. Such expenses may be subject to certain limitation that are more fully
explained in each Fund(s)’ applicable Governing Documents.

Partnership Expenses
As more fully described in the Clients’ Governing Documents, a Fund shall pay all Fund Expenses or
reimburse the General Partner, the Management Company or any Person advancing payment of such
expenses, including but not limited to: (i) all costs, fees and expenses incurred in connection with the
organization of, and offering of Interests in the Fund, including legal and accounting fees, printing costs,
travel and out-of-pocket expenses, compliance with any blue sky laws, costs and expenses incurred in
connection with the preparation, printing, distribution and negotiation of a partnership agreement
collectively, “Organizational Expenses”); (ii) all brokerage commissions, dealer spreads and other
transaction costs incurred in investing for the Fund and all other costs and expenses associated with
structuring, negotiating, consummating and holding any Investment; (iii) Management Fees; (iv) the
costs of research and/or data screens, as well as risk management and data services and systems; (v) all
administrative costs (including the fees and out-of-pocket expenses of the Administrator and its agents
as well as any other third-party administrator or custodian which the General Partner may select for the
Fund), and the costs of middle-office and back-office support as provided by the Administrator or other
third parties; (vi) expenses incurred in connection with obtaining legal, tax and accounting advice and
the advice of other consultants and experts on behalf of the Fund; (vii) the fees, costs and expenses
associated with the Fund’s annual audit, including, without limitation, the fees, costs and expenses
associated with any additional accounting review required to comply with the Advisers Act and the rules
promulgated thereunder; (viii) the costs and fees attributable to third-party attorneys and consultants
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Item 7 – Types of Clients

The Adviser provides investment supervisory services to private Funds. Investment advice is provided
directly to the Fund (subject to the direction and control of the general partner of each such Fund, if
applicable) and not individually to investors in such Fund.

The Adviser does not have a minimum account size. Minimum investment commitments for Funds, if
any, are more fully described in a Fund’s Offering Documents. The general partner of each Fund may, in
its sole discretion, permit investments below the minimum amounts set forth in the Governing Documents
of such Fund.