Bain Capital Partnership Strategies LP

Item 5. Fees and Compensation

As compensation for investment advisory services rendered to the Funds, the
Adviser generally receives from each applicable Fund an annual management fee

 The Adviser does not have ultimate investment discretion with respect to the assets of any the Funds, as
such discretion is retained by the applicable General Partner of each Fund.

(“the Management Fee”) payable monthly in advance. Management Fees paid by a
Fund are indirectly borne by the investors in such Fund.

The precise amount, and the manner and calculation, of the Management Fee for
each Fund is established by the Adviser and is set forth in such Fund’s Advisory
Agreement, limited partnership agreement (or analogous organizational document)
and/or other documentation received by each investor prior to investment in such
vehicle. Fees may differ from one Fund to another, as well as among investors in
the same Fund.

Upon termination of an Advisory Agreement, appropriate treatment, including,
where applicable, returning prepaid Management Fees on a prorated basis, will be
given to all Management Fees collected in advance. The Management Fee is
generally subject to waiver or reduction by the Adviser in its sole discretion,
including in connection with investments made by the General Partners or their
related persons. The fee structures described above may be modified from time to
time.

In addition, the Adviser may be entitled to certain incentive compensation when
certain conditions are met. Please also see Item 6 below regarding “carried interest”
that the Funds may pay.

In general, a Fund shall bear its expenses. Expenses borne by a Fund may vary
among the Funds. Please refer to the limited partnership agreement (or analogous
organizational document) of the applicable Fund for details regarding the practices
of such Fund.

As is Bain Capital’s standard practice, each Fund bears all of its organizational and
operational expenses and obligations, which include:

 (a) all out-of-pocket expenses incurred in connection with organizing,
     reorganizing, establishing and/or restructuring of the Funds, the General
     Partner, any “Special Limited Partner” as defined in the applicable Fund’s
     organization documents, and the offering of interests (including legal and
     accounting expenses, filing fees Travel-Related Expenses (as defined below),
     printing costs or any other expenses incurred with respect to the offering)
     (“Organizational Expenses”);

 (b) all investment-related expenses (including any such expenses incurred in
     connection with potential investments, whether or not completed), including:
     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” and other similar
    costs), selling (or potentially selling), refinancing (including any brokerage,
    borrowing and financing fees or expenses) or restructuring investments
    (whether or not completed, including broken deal and reverse break-up fees,
    liquidated damages, forfeited deposits, reverse termination fees or similar
    payments); all lodging, meals, entertainment, accommodation, travel,
    transportation (including the use of charter, first class or business travel and
    taxis and car rentals and any other transportation), meals, entertainment and
    related expenses (collectively, “Travel-Related Expenses”) (including any of
    these incurred by an investment team or other member of the General
    Partner or the Adviser or their respective affiliates whether or not traveling)
    incurred in connection with the Funds affairs, including Travel-Related
    Expenses in connection with evaluating, making and monitoring investments;
    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)); 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; fees
    of servicers of any investments (including without limitation servicers of
    pools of loans and arrangements providing for profits or other incentive-
    based compensation); salaries, bonuses and fringe benefits payable to
    employees of the Adviser or its affiliates who are retained to provide
    operational support (including servicing) to the Funds or their 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 employees; and experts or consultants
    serving as executives or directors for investments;

(c) all expenses of the Funds incurred in connection with the ongoing operation
    and administration of the Funds, including any legal, tax, auditing, accounting,
    administrative and consulting fees, Environmental, Social, and Governance
...

Item 7. Types of Clients

The Adviser currently provides investment advisory services to the Funds, subject
to the direction and control of the General Partner of such Fund and not individually
to the limited partners of such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from
registration under the Securities Act and the 1940 Act. The limited partners in the
Funds may include high net worth individuals, banks, thrift institutions, pension and
profit-sharing plans, sovereign wealth funds, trusts, estates, charitable
organizations, university endowments, corporations, limited partnerships and
limited liability companies or other business entities.

Although the Adviser does not impose minimum dollar values on creating a Fund,
legal eligibility requirements must be met. Minimum investment commitments may
be established for limited partners in Funds. The General Partner of each Fund, in
its sole discretion, may permit investments that are less than the required minimum
investment commitment set forth in the applicable fund documents of such Fund.