Discovery Capital Management LLC

Item 5. Fees and Compensation

Advisory Fees

Each investor in a Fund may be charged an investment management fee based on the value of the Fund’s
assets under management attributable to the investor and, if applicable, a performance-based allocation or
fee, which is compensation that is based on a share of capital gains on or capital appreciation of the assets
of the Fund. Investment management fees, if applicable, are generally paid quarterly or monthly in arrears
and performance-based allocations or fees are generally allocated annually or upon a realization event for a
private equity vehicle (as described below). For each Fund for which Discovery serves as investment
manager and an affiliate serves as general partner, the investment management fee and the performance-
based allocation or fee, as applicable, are deducted from the Fund’s assets (and from each investor account
accordingly) by the Fund’s custodian upon an instruction from Discovery or its affiliated general partner and
may be paid to Discovery or the affiliated general partner. Fees charged to Fund investor accounts may also
be different depending on the series or class of a Fund interest held by an investor.

For certain private equity funds, Discovery receives an investment management fee based on the aggregate
cost basis of all portfolio company investments (including cash equivalents and hedging transactions, but
excluding cash) at the end of each calendar quarter during the year. The general partner, an affiliate of
Discovery, is also eligible to receive a performance-based profit allocation (“Carried Interest”) with respect to
realized investments, which may be subject to a preferred rate of return, as further described in the Fund
Documentation.

Fees charged to the Funds (and the investors in the Funds) are generally not negotiable; however, Discovery
waives or reduces fees charged to the investor accounts held by Discovery employees and certain strategic
investors. The specific payment terms and other conditions of the investment management fee and
performance compensation paid to Discovery or its affiliates are set out in the relevant Fund Documentation.

For managed account clients, Discovery bills the client separately for fees that are separately negotiated with
the client.

Other Expenses

In addition to paying investment management fees and, if applicable, performance-based allocations,
distributions or fees, Fund or other client accounts will also be subject to other expenses such as:

              •   directors' fees and expenses, including reasonable travel, hotel and other related expenses properly
                  incurred by directors attending Fund-related meetings (in the case of Funds having a board of
                  directors),

              •   legal, administrator, accounting, auditing and other professional expenses including, but not limited
                  to, regulatory, compliance (including expenses related to various filings (or portions thereof) a Fund
                  is required to make or Discovery is required to make as a result of managing a Fund’s portfolio,
                  including Form PF, and fees and expenses related to registration, filing and/or reporting
                  requirements in any jurisdiction in which a Fund’s interests are offered or sold in addition to AML
                  services provided by Ogier Global (Cayman) Limited as the required AML officers for all of DCM’s
                  Cayman Island vehicles)) (to the extent related to a client or its investments),

              •   all federal, state and local taxes and filing fees payable by the client,

              •   research expenses (including subscription fees for services such as Bloomberg and Reuters and
                  fees for expert networks and research consultants),

              •   Fund-related insurance costs (including directors and officers and errors and omissions insurance
                  for Discovery and affiliates and directorship liability) (if applicable to a client),

                                                                S-2

74848785 _4

              •   all investment expenses including commissions, interest on margin accounts and other
                  indebtedness,

              •   fees and expenses of any third-party valuation and/or pricing services (and related software and
                  subscriptions),

              •   custodial fees, registrar and transfer agent fees,

              •   bank service fees, and

              •   other reasonable expenses related to the purchase, sale or transmittal of a client's assets.

To the extent such expenses are incurred for the benefit of multiple clients, Discovery will make a good faith
allocation (generally pro rata based on asset size of the client account) of such expenses among its clients.

Client assets are often invested in money market mutual funds, ETFs or other registered investment
companies. In these cases, the client will bear its pro rata share of the investment management fee and other
fees of such money market mutual funds, ETFs or other registered investment companies, which the client
will incur in addition to the investment management fee and incentive allocation received by Discovery or an
affiliate.

In the event client assets are invested in a private fund or managed account that charges a performance-
based fee in any fiscal year, any performance-based fee or allocation payable to Discovery or its affiliate that
would otherwise apply to the relevant client account for such fiscal year will be reduced dollar-for- dollar by
the amount of such performance fee, which reduction will, in the case of a Fund, be applied on a pro rata
basis in accordance with each investor’s interest in the Fund as of the end of such fiscal year. The client(s)
will, however, bear any fixed or asset-based management fees and expenses of any unaffiliated private fund
...

Item 7. Types of Clients
Discovery’s clients consist of pooled investment vehicles.

The minimum subscription amount for investors in the Funds is generally $1 million, but this amount may
vary and is set out in the relevant Fund Documentation. With respect to the Funds, any initial and additional
subscription minimums are disclosed in the relevant Fund Documentation. The general partners of the Funds
may generally waive the applicable minimum at their respective discretion.

                                                    S-6

74848785 _4