Bain Capital Insurance Solutions LP

Item 5. Fees and Compensation

Fees

     As compensation for investment advisory services rendered to BCIS Clients,
BCIS generally receives an advisory fee (“Advisory Fee”). Advisory Fees billed to
BCIS Clients vary client by client and are generally payable quarterly in advance,

     quarterly in arrears, semi-annually in arrears, or a combination thereof. 2 Advisory
     fees paid by a BCIS Partnership are indirectly borne by investors in such BCIS
     Partnership. 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 BCIS Client is established by BCIS and set forth in such BCIS Client’s
     Advisory Agreement and/or other documentation received by such BCIS Client or
     each investor prior to investment in such BCIS Partnership or analogous vehicle.
     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
     BCIS Client to another, as well as among investors in the same BCIS Partnership.

           In addition, BCIS is entitled to certain incentive compensation when certain
     conditions are met. In some circumstances, BCIS may elect to defer payment or
     distribution of its Advisory Fee and/or incentive compensation. If deferred, BCIS
     may be entitled to receive interest on the deferred portion of the fee. See Item 6 for
     more information on incentive fees. BCIS also may elect to waive, modify, or reduce
     the payment or distribution of its fees and/or incentive compensation.

     Expenses

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

          Unless otherwise specified herein or in such BCIS Client’s organizational
     documents, each eligible BCIS 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

    Some BCIS Clients pay fees on different schedules.

    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, BCIS and/or their affiliates, whether or not traveling) incurred in
    connection with the BCIS 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 compensation); (viii) salaries, bonuses
    and fringe benefits payable to employees of BCIS, a general partner or their
    affiliates who are retained to provide operational support (including servicing)
    to the BCIS Client or its investments and portions of rent, utilities, information
    technology, other real- estate related expenses and other similar items and
    related overhead expenses associated with the retention of such persons;
    and (ix) salaries, bonuses and fringe benefits payable to any experts or
    consultants serving as executives or directors for portfolio companies;

•   all expenses of the BCIS Client incurred in connection with the ongoing
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Item 7. Types of Clients

      BCIS provides investment advisory and investment management services to
 BCIS Partnerships.

     Investment advice with respect to the BCIS Partnerships is provided directly
to BCIS Partnerships (subject to the direction and control of the general partner of
each BCIS Partnership) and not individually to investors in such BCIS Partnership.

      Minimum investment commitments may be established for limited partners in
BCIS Partnerships, which are no less than the legal eligibility requirements. BCIS
and, in the case of each BCIS Partnership, the general partner of such BCIS
Partnership will, in certain circumstances, have the discretion to permit investments
that are less than the minimum investment commitment of such BCIS Partnership.

     BCIS further provides sub-advisory services to pooled investment vehicles
structured as IDFs and advisory or sub-advisory services to BCIS Insurance Clients.