Bain Capital Asset Management LP

Item 5.    Fees and Compensation

With respect to Boylston Clients:

BCAM does not currently charge management fees or performance-based fees
from Boylston Clients. Partner Investments Clients may be allocated the expenses
associated with the operation of BCAM for the services provided to Partner
Investments Clients (including insurance premiums and third-party service
providers) in accordance with the guidelines set forth in the BCAM expense
allocation policy, which are provided to investors in the Boylston Funds and
Clarendon Funds. Further, certain clients are charged an allocation of expenses of
BCAM’s operating expenses annually based on the net asset value of their assets
under management with BCAM (“NAV charge”). Complex investments may charge
a higher NAV charge, which is based on multiple factors including, but not limited
to, administrative complexity, and are disclosed during the offering of the
investment. Services provided to the Coinvest Clients are generally paid for by Bain
Capital. Coinvest Clients’ pro-rata share of certain expenses related to the Coinvest
Clients have in the past and may in the future be borne by the Coinvest Clients.

With respect to BCAM Insurance Clients, fees include:

As compensation for investment advisory services rendered to BCAM Insurance
Clients, BCAM generally receives an advisory fee (“Advisory Fee”). Advisory Fees
billed to BCAM Insurance Clients vary client by client and are generally payable
quarterly in advance, quarterly in arrears, semi-annually in arrears, or a combination
thereof. The fee structures described above are modified from time to time.

The precise amount of, and the manner and calculation of, the Advisory Fee for
each BCAM Insurance Client is established by BCAM and set forth in such BCAM

 BCAM does not have ultimate investment discretion with respect to the assets of any Boylston Fund
or Coinvest Client as such discretion is retained by the general partner of each Boylston Fund or
Coinvest Client.

Insurance Client’s Advisory Agreement and/or other documentation received by
such BCAM Insurance Client. Upon termination of an Advisory Agreement,
appropriate treatment, including, where applicable, returning prepaid Advisory Fees
on a prorated basis, will be given to Advisory Fees collected in advance. Advisory
Fees sometimes differ from one BCAM Insurance Client to another.

Expenses Applicable to BCAM Insurance Clients

While BCAM Insurance Clients generally bear their own expenses, these expenses
may vary among BCAM Insurance Clients and are subject to the terms and
conditions set forth in the applicable BCAM Insurance Client’s offering materials,
governing documents, or other analogous organizational documents. The expenses
borne by BCAM Insurance Clients depend on the terms of the Advisory Agreement
negotiated with the applicable BCAM Insurance Client.

Unless otherwise specified herein or in such BCAM Insurance Client’s
organizational documents, each eligible BCAM Insurance Client bears its
organizational expenses and, to the extent not paid by portfolio companies or other
investment vehicles, operational expenses and obligations, which shall include:

    •   costs, expenses and liabilities relating to investments, whether
        consummated or unconsummated, including: (i) any such expenses
        incurred in connection with platform companies and add-on acquisitions;
        (ii) expenses relating to identifying, discovering, sourcing, developing
        (including any retainers, success and finder’s fees and other compensation
        paid to contractors, senior advisors, joint venture partners, fundless
        sponsors and sourcing and operating partners), evaluating, valuing,
        researching, investigating, structuring (including rating agency fees and
        expenses), diligencing, monitoring, maintaining, servicing, purchasing,
        making, holding, acquiring, registering (including notary and “gestoria”
        costs), selling (or potentially selling), refinancing (including any brokerage,
        borrowing and financing fees or expenses) or restructuring investments; (iii)
        broken deal and reverse break-up fees, liquidated damages, forfeited
        deposits, reverse termination fees or similar payments; (iv) all costs and
        expenses relating to lodging, travel, transportation (including the use of
        private/chartered, first class or business air travel, taxis, car rentals and any
        other form of transportation), meals, entertainment and related expenses
        (including as incurred by a member of the investment team or other member
        of a general partner, BCAM and/or their affiliates, whether or not traveling)
        incurred in connection with the BCAM Insurance Client’s affairs, including,
        for the avoidance of doubt, travel-related expenses incurred in connection
        with evaluating, making and monitoring investments; (v) professional costs
        and expenses (including legal, compliance, tax, financial, accounting,

    actuarial, valuation, advisory and consulting/experts (including consultants
    or experts for industry-specific matters, due diligence, reference checks,
    sourcing or introductions and other similar costs)); (vi) brokerage
    commissions, hedging costs, expenses relating to short sales, prime
    brokerage fees, custodial expenses, clearing and settlement charges,
    private placement fees, syndication fees, solicitation fees, arranger fees,
    sales commissions, pricing and valuation fees (including appraisal fees),
    underwriting commissions and discounts, investment banking fees, advisory
    fees, and bank charges, and custodial, trustee, transfer agent, government
    and/or regulatory filing, recordkeeping and other administrative costs; (vii)
    fees of servicers of any investment (including servicers of pools of loans
    and arrangements providing for profits or other incentive-based
...

Item 7.   Types of Clients

BCAM provides investment advisory services to the Boylston Funds, subject to the
direction and control of the general partner of such Boylston Fund, to the Clarendon
Funds, and to the Coinvest Clients.

Limited partners or investors in the Boylston Funds, Clarendon Funds, and Coinvest
Clients are current and former personnel of Bain Capital and its affiliates.

Legal eligibility requirements must be met by limited partners in the Boylston Funds,
Clarendon Funds, and Coinvest Clients.

BCAM further provides sub-advisory services to pooled investment vehicles
structured as IDFs and advisory services to one or more BCAM Insurance Company
Clients.