Darby International Capital LLC

ITEM 5 - FEES AND COMPENSATION

Darby and its affiliates receive management fees and/or carried interest, a performance allocation
or similar profit allocations from the Funds. The Funds may also indirectly incur or generate other
fees payable to Darby, depending on the nature of the portfolio activities. Certain fees generally
will reduce management fees otherwise payable to Darby as described below.

The Funds may also bear certain out-of-pocket expenses incurred by Darby in connection with
the services provided. The following sections discuss the most common fees and expenses, which
are described in more detail in the relevant Offering Documents for the Funds.

Management Fees

As an investment adviser to the Funds, as further described in the Offering Documents, Darby
will receive an annual management fee, generally paid on a quarterly basis, in advance, at a
negotiated rate documented in the governing documents and/or investment advisory contract
with respect to a Fund. Specific rates with respect to any Fund are set forth in that Fund’s Offering
Documents. Additionally, Darby may waive or reduce management fees for certain Investors in
its discretion.

Generally, Darby’s investment advisory contracts with the Funds will terminate within a
reasonable period of time following one party’s receipt of written notice of termination (for any
(or no) reasons set forth in the investment advisory contract) from the other party. Investors in
the Funds do not generally have the ability to terminate the investment advisory contracts
between such Funds and Darby. Similar advisory services may be available from other investment
advisers at lower cost.

Performance-Based Arrangements

Please see Item 6 for a discussion of the performance-based arrangements payable to Darby in
respect of the Funds.

Other Fees

In connection with the Funds and its investments, Darby may receive transaction, management,
investment banking, monitoring, closing, topping, break-up, and other similar fees (“Other
Fees”). If any, 100% of such Other Fees will be applied to reduce the management fee for the
following quarterly period (net of any unrecouped expenses which Darby or the General Partner
has elected to pay on behalf of the Funds), provided, that Other Fees shall not encompass any fees
or other compensation paid (whether in cash or in-kind) to Darby or its affiliates in consideration
of it providing bona fide consulting or other similar services to clients, including entities associated
with an investment but shall encompass the portion of such consulting or other similar fees allocable
to the Funds’ investment in an investment; and provided, further, that Other Fees shall not include
any of the foregoing fees that Darby has elected to share with the Funds, but shall include any of
the foregoing fees that Darby or General Partner has retained. To the extent such offsets would
reduce the management fee for a given quarterly period below zero, such offsets will be carried
forward and reduce future installments of the management fee. If upon termination of the Funds
there remains any unapplied balance of the management fee offset, Darby will promptly refund to
each Investor a cash amount equal to the Investor’s prorated share of the unapplied balance of the
management fee offset, based on the share of the management fee funded by capital contributions
by such Investor or otherwise attributable to such Investor. For the avoidance of doubt, any fees
paid to the Funds in connection with investments will not be included in Other Fees, but rather will
be considered as investment proceeds that are subject to the distribution provisions, as prescribed
in the Offering Documents.

Expenses Applicable to the Funds

The Funds will be responsible for, or reimburse Darby's operational expenses and all expenses
related to each Fund's own operations ("Fund Expenses") including, without limitation: fees
and expenses of custodians and administrators; any U.S. federal, state, local, foreign or other
taxes or other governmental charges levied against the Funds and all expenses incurred in
connection with any tax audit or any other investigation, settlement or review of the Funds; out-
of-pocket costs and expenses related to preparation of tax reports, tax returns and filings for the
Investors or the Funds; fees and disbursements of valuation agents, accountants, auditors, legal
counsel and other professional advisors (including expenses of consultants, independent appraisal
agents and experts) relating to and for any portfolio companies or holdings (and any boards
thereof), investments, the Funds or any subsidiary of the Funds; all fees and other out-of-pocket
expenses related to the investigation of investment opportunities and the acquisition, ownership,
financing, monitoring, hedging or sale of investments (whether or not consummated); meetings
of any boards, committees, subcommittees or partners or other equity holders of the Funds;
reasonable travel and lodging expenses of any advisory committee member, and expenses of the
investment committee and the Funds’ other committees, other than fees and expenses of those
members of such committees affiliated with Darby; the issuance and redemption of equity by the
Funds and establishment, maintenance, operation and winding-up, as applicable of any subsidiary of
the Funds; all costs related to litigation involving the Funds, directly or indirectly, including, without
limitation, attorneys' fees incurred in connection therewith, or indemnification, exculpation,
hold-harmless and contribution obligations of the Funds or other extraordinary expenses and
liabilities relating to the affairs of the Funds; the costs of any litigation, director and officer liability
or other insurance and indemnification or extraordinary expense or liability relating to the
affairs of the Funds; the fees and expenses associated with any preparation and filings related to
...

ITEM 7 - TYPES OF CLIENTS

Darby provides discretionary investment advisory services to the Funds, each a privately offered
pooled investment vehicle, and not individually to the Investors in the Funds. The Investors in the
Funds will be “accredited investors” in reliance upon the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Regulation D promulgated thereunder and the Investors in certain of the Funds also are “qualified
purchasers”, as such term is defined in Section 2(a)(51) of the 1940 Act, and the rules and
regulations promulgated thereunder. In addition, Darby may, in the future, offer investment
advisory services to other pooled investment vehicles.

Darby generally imposes an initial investment minimum to establish a client relationship or to
invest in the Funds, but may waive or change any such minimums in its discretion. Investors or
clients may also be subject to additional qualifications based on, among other things, legal or
regulatory requirements associated with the vehicle or investment strategy. Account opening and
maintenance requirements are described in more detail in the relevant Offering Documents.