Rose Park Advisors LLC

Item 5. Fees and Compensation

The fees applicable to each of the Funds are set forth in detail in the corresponding
Organizational Documents. A brief summary of such fees is provided below.

Management Fee

As compensation for investment supervisory services rendered to the Funds, the Adviser
receives from each such Fund a management fee (“Management Fee”). Management Fees
paid by a Fund are indirectly borne by investors in such Fund. Management Fees are
payable quarterly in advance.

The precise amount of, and the manner and calculation of, the Management Fees for each
Fund are established by the Adviser, as modified by negotiations with investors in the
applicable Fund, and are set forth in such Fund’s Advisory Agreement, Organizational
Documents and/or other documentation received by each investor prior to investment in
such Fund. For example, DIF pays the Adviser a Management Fee with respect to
restricted investments based on the value of such restricted investments at the lower of
their cost or their estimated fair value, in each case as determined by the General Partner,
in its sole discretion. The valuations are determined in accordance with the Adviser’s
valuation policy. The Management Fees and other fees and distributions described above
are generally subject to waiver or reduction by the Adviser in its sole discretion, both
voluntarily and on a negotiated basis with selected investors of the respective Funds. The
fee structures described above may be modified from time to time. Fees may differ from
one Fund to another as well as among investors, including investors affiliated with the
Adviser, in the same Fund.

Upon termination of an Advisory Agreement, Management Fees for certain Funds that
have been paid in advance are generally returned on a prorated basis.

Management Fee Offsets

Subject to the terms of a Fund’s Organizational Documents, Management Fees due to the
Firm from a Fund may be offset by certain fees (as set forth in such Fund’s Organizational
Documents) received by the Firm or its affiliates from portfolio companies of such Fund.
For example, DIF provides that one hundred percent (100%) of all director’s fees, officer’s

fees, advisory fees, monitoring fees, investment banking fees, commitment fees, break-up
fees or other remuneration (including any options, warrants or other equity securities,
but excluding reimbursements of out-of-pocket expenses) received by the General
Partner, the Firm or their respective affiliates (“Other Fees”) in connection with
investments in public or private companies will be applied to offset the Management Fee.

Other Types of Fees or Expenses

To the extent an Other Fee received by the Firm, or its affiliates, relates to more than one
Fund, the Firm shall allocate the resulting Management Fee offset among the Funds in
proportion to the invested capital by each Fund in the portfolio company that generated
the Other Fee. Any reduction in a Fund’s Management Fee is limited to the extent of such
Fund’s proportionate share in any such portfolio company.

To the extent a Fund’s Organizational Documents do not specify the appropriate
calculation methodology applicable to Management Fee offset, the Firm will determine
the appropriate calculation and application of any Management Fee offset, consistent
with its fiduciary obligations.

As a matter of practice, the Adviser is typically paid fees of the type referred to above from,
on behalf of or with respect to co-investors in an investment. The receipt of such fees will
not reduce the Management Fee payable by any Fund(s) that have also invested in such
investment, and, as a result, a Fund will, in most cases, only benefit with respect to the
relevant allocable portion of any such fee. As a result, a Fund will not benefit from (and
the Adviser and its affiliates are expected to retain) the portion of any fee related to: (i)
General Partner, affiliated partner or similar fee-free investor commitments; (ii) co-
investors or potential co-investors (which could include co-investment vehicles managed
by the Adviser, service providers (including lenders and law firms), third parties, current
or former portfolio company management or personnel, sellers or members of
management that have rolled their interest or reinvested proceeds in the portfolio
company and/or other owners); or (iii) the value of profits, participation or equity
interests in or relating to the relevant portfolio company, including interests owned by
current or former portfolio company management, which have the potential to be
significant. The Adviser’s ability to retain such amounts provides it with an incentive to
increase the portion of each relevant investment held by such persons.

Operating and Other Expenses

The Adviser is authorized to incur and pay in the name and on behalf of the Fund all
expenses which they deem necessary or advisable. The Adviser will be responsible for and
shall pay, or cause to be paid, all Overhead Expenses, except as described below. For this
purpose, “Overhead Expenses” for a Fiscal Year include overhead expenses of an
ordinarily recurring nature such as rent, utilities, supplies, secretarial expenses,
stationery, charges for furniture, fixtures and equipment, employee benefits including
insurance, payroll, and other taxes, and compensation (and related costs) of all personnel.
All other expenses will be borne by the Funds, as applicable, as outlined below.

Fund Expenses

To the extent provided in the Organizational Documents of the Funds, the Adviser will

pay out of Management Fees certain operating expenses, including compensation of its
investment personnel (other than the Incentive Allocations described in Item 6 below)
and secretarial, clerical, and other personnel, including related benefits and costs,
expenses from office space and utilities, and expenses from telephone and computer
equipment. As set forth in applicable Organizational Documents of the Funds, a Fund will
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Item 7. Types of Clients

The Adviser currently provides investment advisory services to the Funds. Investment
advice is provided directly to the Funds (subject to the direction and control of the General
Partner of each such Fund, if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration
under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified
purchasers” as defined in the 1940 Act, and may include, among others, high net worth
individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates,
charitable organizations, university endowments, corporations, limited partnerships, and
limited liability companies or other entities.

The relevant General Partner is also generally permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one
or more particular investment opportunities in a manner desirable for tax, regulatory or
other reasons. Alternative investment vehicle sponsors generally have limited discretion
to invest the assets of these vehicles independent of limitations or other procedures set
forth in the Organizational Documents of such vehicles and the Organizational
Documents of the related Fund.

The Adviser does not have a minimum size for a Fund, but the Funds typically have
established a required minimum investment amount. The General Partner of each Fund
may in its sole discretion permit investments below the minimum amounts set forth in
the offering documents of such Fund.