Darlington Partners Capital Management LP

Item 5: Fees and Compensation

Fees

The fees applicable to each of the Funds are set forth in detail in the corresponding Fund’s Offering
Documents. The Funds and their investors are qualified purchasers as defined in section 2(a)(51)(A) of the
Investment Company Act of 1940, as amended. Therefore, information on how the Firm is compensated
for its advisory services and its fee schedule are not included here. The Firm, in its sole discretion, may
waive or modify the management fee or special profit allocation for any investor. Information on the
Liquidating Fund is addressed below.

Payment of Fees

The management fee is deducted from each Fund in advance, on a quarterly basis based on aggregate assets
on the first day of the quarter. A special profit allocation is allocated to the General Partner annually in
arrears and on a withdrawal with respect to the amount withdrawn. The Firm complies with Rule 205-3
under the Investment Advisers Act of 1940, as amended, to the extent required by applicable law. The
special profit allocations may create an incentive for the Firm to make more risky and speculative
investments than it would otherwise make.

ERISA

The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject to the

Darlington Partners Capital Management, LP                                   Form ADV Part 2A Brochure

Employee Retirement Income Security Act of 1974 and that invests in the Fund, to use the “alternative
reporting option” to report the Firm’s compensation as “eligible indirect compensation” on the Schedule C
of the plan’s Form 5500 Annual Return/Report of Employee Benefit Plan.

Fees on Withdrawal

Relationships with the Funds are terminable on expiration of the Funds’ term, dissolution of the Funds or
on the Firm’s termination as investment adviser of the Funds. Each investor may withdraw a portion of its
capital from a Fund on specified prior written notice, on the last day of any calendar quarter, subject to
certain withdrawal limitations and fees as specified in the Funds’ governing documents, including
withdrawal restrictions for investors that elect to participate in certain illiquid securities. Investors should
refer to the Funds’ Offering Documents for specific information. An investor who withdraws from a Fund
on a date other than the last day of a quarter does not receive a refund of the management fee previously
paid.

Liquidating Fund

The Liquidating Fund was formed to hold certain historic illiquid investments made by the Funds on behalf
of withdrawing investors until those investments are sold or otherwise disposed of. Investors in the
Liquidating Fund may not withdraw or add to their investments, and interests in the Liquidating Fund are
not offered to new investors. Investors in the Liquidating Fund pay quarterly management fees in advance
(based on a blended rate) and are subject to a special profit allocation when the investments are sold or
otherwise disposed of.

Other Types of Fees or Expenses

The Funds and the Liquidating Fund will each bear all costs and expenses of their respective organization
and ongoing operation as described in the Offering Documents, including trading costs and expenses (such
as brokerage commissions, expenses related to short sales, and clearing and settlement charges), ongoing
legal, audit and tax fees, and the fees and expenses charged by the Fund administrator for its accounting,
bookkeeping and other services.

The Funds and the Liquidating Fund will reimburse each of the General Partner and the Firm for any of
such expenses paid by it.

The Firm and General Partner are responsible for and will pay, or cause to be paid, all of their own operating,
general, administrative and overhead costs and expenses and will not otherwise charge the applicable Fund
for any thereof, except that these costs and expenses, together with all or any portion of the Fund’s expenses,
may be paid by securities brokerage firms and futures commission merchants to which the Firm directs the
Securities trades of the Funds and any other accounts managed by the Firm as further provided in that Fund’s
Offering Documents.

Item 7: Types of Clients

Our clients are the Funds and the Liquidating Fund, as described in Item 4 above, and the Funds are
generally open to, among others, institutions, pension plans, endowments, foundations, and high net worth
individuals. The minimum investment required for each Fund is outlined in each Fund’s Offering
Documents. Such minimum investment may be waived on a case-by-case basis subject to our discretion.