Valiant Capital Management LP

Item 5. Fees and Compensation

The Advisers’ Clients are qualified purchasers as defined in section 2(a)(51)(A) of the ICA.
Therefore, information on how the Advisers are compensated for their advisory services and their fee
schedules are not included here.

The Advisers’ compensation is negotiable and varies but is set forth generally in each Fund’s
confidential offering circular, sub-advisory agreement, or private offering memorandum.

The Advisers deduct management fees directly from the Core U.S. Fund and the Master Funds, on the
first day of each quarter and management allocations at the end of each quarter. Offshore Feeder
investors pay fees and allocations indirectly, through the Offshore Feeder’s investment in the Master
Fund. In respect to the Peregrine Funds, the management fee is payable quarterly in advance.
Performance allocations and carried interest distributions are also deducted directly from the Funds,
at the end of a fiscal year and on redemptions or distributions, with respect to performance
allocations, and on distributions, with respect to carried interest distributions.

With respect to the VCM Funds, if a VCM Fund terminates or an investor withdraws or redeems, the
investor bears expenses, the pro rata portion of the management fee, management allocations and
performance allocations through the date of termination or withdrawal/redemption, except that if an
investor withdraws or redeems from a Fund on a date other than the last day of a quarter, the Funds
do not refund to that investor any management fee that it previously paid. In regard to the Peregrine
Funds, if the management fee ceases to be payable at any time during any quarterly period, any amount
paid in advance by the Peregrine Funds but not earned (based on daily proration) will be returned to
the Peregrine Funds.

Sub-Advised Account fees are negotiated with the Advisers and may vary based on the types of
services provided, the account size and the overall relationship between VCM and the Client. Such
fees are set forth in the applicable sub-advisory agreement.

The Advisers provide certain investors special fee and allocation arrangements that it does not
provide to other investors. In particular, some investors have the opportunity to invest in certain
illiquid or “side pocket” investments with a lower fee structure than that of a typical investment in
the Funds. The Advisers have the right to waive all or any portion of the management fees,
management allocations or performance allocations with respect to any investor. Advisers will, from
time to time, establish certain investment vehicles through which Adviser Investors (as defined
below) or third parties may invest alongside one or more Funds in one or more investment
opportunities, which generally do not pay management fees or carried interest. Unless otherwise
agreed with a Fund’s investors, management fees will continues to be payable during any term
extensions.

Performance allocations and carried interest distributions create an incentive for the Advisers to make
more risky and speculative investments than it would otherwise make.

Other Fees.

Fees Payable by the Portfolio Companies

In addition to management fees and performance allocations, the Advisers and their affiliates,

particularly in the context of private funds advised by VPM, may from time to time receive a variety
of other cash, equity and other non-cash fees relating to the investment activities of a Fund, its
portfolio companies and prospective portfolio companies, including transaction fees, director fees,
financial advisory fees, organization and financing fees, operational fees, commitment fees, break-
up fees (or other similar fees), divestment fees, termination fees, project fees and/or other types of
management consulting and other similar operational and financial matters and/or other fees and
annual retainers from, or with respect to, the portfolio companies and prospective portfolio
companies (collectively with the other fees described in this section, “Other Fees”).

The amount and timing of Other Fees received by the Advisers or their affiliates are generally
specified in the agreement or other documentation governing the applicable transaction. Generally,
under the terms of the applicable governing documents, for purposes of calculating any management
fee offset, Other Fees may be net of out-of-pocket costs and expenses incurred by the Advisers in
connection with consummated or unconsummated transactions or in connection with generating any
such fees. Other Fees are often substantial and may be paid in cash, in securities of the portfolio
companies or investment vehicles (or rights thereto) or otherwise.

Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other persons
who are or become unaffiliated with the Advisers (even if any such fee is earned during their tenure
with the Advisers) are not considered “Other Fees” and do not reduce the advisory fees or otherwise
benefit the Funds or their investors. Similarly, any fees that accrue to the benefit of Adviser Personnel
or other persons who are affiliated with the Advisers prior to their association with the Advisers (even
if any fee received in kind is realized or otherwise converted to cash during their tenure with the
Adviser) are not considered “Other Fees” and do not reduce the advisory fees or otherwise benefit
the Funds or their investors.

From time to time the Advisers will maintain the amounts associated with Other Fees in accounts
that bear interest before such amounts are offset. Any such interest is not considered “Other Fees”
and does not reduce the advisory fees or otherwise benefit the Funds or their investors.

Allocation of Other Fees and Advisory Fee Offset

Although Other Fees are in addition to the management fees, the Advisers will in some circumstances
reduce the amount of management fees paid by the applicable Fund in connection with the receipt of
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Item 7. Types of Clients

The Advisers currently provide investment supervisory services to the Funds. Investment advice
is provided directly to the applicable Funds, subject to the direction and control of VCM for the Sub-
Advised Account, or the respective general partner of the VCM Funds and the Peregrine Funds, and not
individually to the limited partners of such Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
1933 Act and the Investment Advisers Act of 1940 (“Advisers Act”). Investors in the Funds are
generally “qualified purchasers” as defined in the Advisers Act, and may include, among others,
high net worth individuals, pension and profit-sharing plans, trusts, estates, charitable
organizations, university endowments, corporations, limited funds and limited liability
companies or other entities.

The Advisers do not have a minimum size for a Fund, but minimum investment commitments
may be established for investors. For the VCM Funds and the Peregrine Funds, the respective
governing bodies (i.e., the general partners or, in the case of Valiant Capital Partners Offshore,
Ltd. the Board of Directors) may in its sole discretion permit investments below the minimum
amounts set forth in the respective Fund organizational documents. Size of Sub-Advised
Accounts are negotiated by each client and VCM, the terms of which are set forth in the
respective sub-advisory agreements.