Darby Overseas Partners LP

Item 5 – Fees and Compensation

For each Fund, Darby is paid a quarterly management fee by the Fund, generally payable in
advance. Management fees are deducted from the assets of the Funds and are payable out of
current cash flow, disposition proceeds, or drawdowns of the investors’ unfunded capital
commitments. Management fees paid by the Funds are indirectly borne by investors in such Funds.
Upon termination of an advisory agreement, appropriate treatment will be given to all management
fees collected in advance.

Darby does not have a fee schedule. The precise amount of, and the manner and calculation of,
the management fees for each Fund are disclosed in the organizational and offering documents of
the applicable Fund. The management fees are negotiated collectively with the investors of each
Fund, and are subject to waiver or reduction by Darby. For example, Darby and certain of its
employees and affiliates may invest in the Funds, and management fees assessed on such
investments may be reduced or waived.

As described further in the section below entitled “Other Fees and Expenses,” the management fee
may be reduced or waived in some circumstances in connection with the receipt by Darby of
various fees paid by actual or prospective portfolio companies.

Other Fees and Expenses

Generally, each Fund bears all legal and other expenses, including Darby’s out-of-pocket
expenses, incurred in its formation, up to a maximum amount set forth in its organizational
documents. Organizational expenses in excess of that amount, if any, will be borne by Darby.

Generally, as set forth in the advisory agreements and organizational documents for the applicable
Fund, a Fund will pay (i) legal, accounting, custodial, and third-party consulting fees for services
rendered to or for the benefit of the Fund; (ii) third party out-of-pocket expenses incurred in
connection with Fund investments and proposed investments, whether or not consummated, which
are not paid or reimbursed by a portfolio company or other third party; and (iii) other operating
and extraordinary expenses of the Fund.

To the extent provided in the advisory agreements and organizational documents of each Fund,
Darby pays from its management fees certain of its operating expenses, including expenses on
account of rent, utilities, employee compensation and other routine administrative expenses
relating to the services that Darby provides to such Fund.

Although Darby does not generally utilize the services of third-party broker-dealers, in the event
it chooses to use a broker-dealer in connection with an investment by a Fund, the Fund will incur
brokerage and other transaction costs which will be borne by the investors in such Fund. For
additional information regarding brokerage practices, please see Item 12 below.

In certain circumstances, Darby may perform management, advisory, transaction-related, financial
advisory or other services for, and receive fees from, actual or prospective portfolio companies,
including fees in connection with the purchase, monitoring or disposition of portfolio investments.

Although these fees are in addition to management fees paid by the Funds, Darby will in certain
circumstances reduce management fees in connection with the receipt of these fees. The amount
and manner of such reduction is set forth in the advisory agreement or organizational documents
of the applicable Fund.

In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the
investment by investors alongside another Fund, will be formed in connection with the
consummation of a portfolio investment. In the event a co-investment vehicle is created, the
investors in that co-investment vehicle will typically bear all expenses related to its organization
and formation and other expenses incurred solely for the benefit of the co-investment vehicle. The
co-investment vehicle will also generally bear its pro rata portion of expenses incurred in making,
holding and divesting an investment.
If a proposed investment is not consummated, a co-investment vehicle generally will not have been
formed, and the full amount of any expenses relating to the proposed but not consummated
investment (“Dead Deal Costs”) would therefore be borne by one or more existing Funds selected
by Darby as the proposed investor or investors in the proposed investment. Furthermore, even if
a co-investment vehicle has been formed to make a proposed investment that is ultimately not
consummated (or co-investors have otherwise committed to invest in the unconsummated
proposed investment), some or all of the Dead Deal Costs will, under certain circumstances, be
borne solely by one or more of the other applicable Funds selected by the Adviser as proposed
investors in the proposed investment and not by the co-investment vehicle. Dead Deal Costs
include, among other things, legal, accounting, advisory, consulting and other third-party
expenses; any travel and travel-related and accommodation expenses; all fees, costs and expenses
of lenders, investment banks and other financing sources in connection with arranging financing
for a proposed investment; any break-up fees, reverse termination fees, termination or other similar
fees; extraordinary expenses such as litigation costs and judgments and other expenses; and any
deposits or down payments of cash or other property that are forfeited in connection with a
proposed investment that is not consummated. Similarly, co-investment vehicles are not typically
allocated any share of any break-up fees received in connection with an unconsummated
investment.
From time to time, Darby will be required to decide whether certain fees, costs and expenses should
be borne by a Fund, on the one hand, or Darby on the other hand, or whether certain fees, costs
and expenses should be allocated between or among Funds or other parties. Typically, certain
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Item 7 – Types of Clients

Darby provides investment advisory services to the Funds. Investment advice is provided directly
to the Funds and not individually to the investors in the Funds. Darby does not currently provide
investment advisory services to any other types of clients.

Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act and may
include, among others, high net worth individuals, banks, pension plans, insurance companies,
multilateral and bilateral development banks, university endowments, sovereign wealth funds,
limited partnerships, and limited liability companies.

An investment in a Fund does not, in and of itself, create an advisory relationship between the
investor in the Fund and Darby. Therefore, investors must consider whether a Fund meets their
investment objectives and risk tolerance prior to making an investment in that Fund. While this
brochure may be provided to, and include information relevant to, such investors, it is designed
solely to provide information about Darby and should not be considered an offer of interests in
any Fund.

The Funds do not have a minimum size, but Darby may elect not to form a Fund unless at least a
minimum amount of investment commitments has been obtained for the Fund. In addition,
minimum investment commitments may be established for investors in the Funds. Darby may in

its discretion permit investments below the minimum amounts set forth in the offering documents
of the Funds.