Bay Point Advisors LLC

Item 5 – Fees and Compensation
The Adviser assesses a management fee to the Credit Funds borne by the limited partners that is paid quarterly
and in advance. The management fees are equal to 0.50% (2.0% per annum) of the beginning capital account
of each Limited Partner for each quarter, including, for this purpose, such Limited Partner’s interest in all side
pocket investments. Fund I and II do not pay a management fee on account of any investment in the Master
Fund. Neither the Offshore Fund nor Bay Point Capital Partners II Holdings LLC (which is classified as a
Corporate Fund) will pay a management fee on account of any investment in Fund II. All expenses of the
Offering and organization of the Credit Funds--including legal and other expenses—are classified as
“Organizational Expenses” and were incurred by the Limited Partners of the Credit Funds.

With respect to the Credit Funds, BPA will receive an incentive allocation equal to 20% of any profits generated
for each Limited Partner (subject to a highwater mark) for each calendar year. To calculate the incentive
allocation, each Credit Fund maintains a memorandum loss recovery account for each Book Capital Account
of each Credit Fund investor (a “Loss Recovery Account”), the opening balance of which is zero. At the end
of each measurement period and before giving effect to any withdrawals, any aggregate losses allocated to a
Credit Fund investor’s book capital account for that measurement period will be added to the Loss Recovery
Account and any aggregate profits (prior to the accrual of the Incentive Allocation for such measurement
period) will be subtracted from the Loss Recovery Account. Each Loss Recovery Account will be reduced
proportionately with respect to any partial withdrawals from the book capital account to which such Loss
Recovery Account relates. The balance in the Loss Recovery Account will never be reduced below zero for
any measurement period. The Offshore Fund will, under the Performance Allocation, calculate profits initially
allocable to each Limited Partner in Offshore Fund to be allocated in the same manner as described above for
the other Credit Funds.

The Adviser assesses a management fee to Legal Fund I borne by the Limited Partners that is paid quarterly
and in advance. The management fees are equal to 0.50% (2.0% per annum) of (i) the aggregate capital
commitments made to Legal Fund I during the Investment Period (which is defined as the last day that ends
24 months after the date of the initial close); and (ii) the then-current invested capital thereafter. All expenses
of the Offering and organization --including legal and other expenses—are classified as “Organizational
Expenses” and were incurred by the Limited Partners of Legal Fund I.

With respect to Legal Fund I, Legal Fund I will pay to its General Partner a one-time acquisition due diligence
fee in connection with the making of each investment by the Fund equal to 1% of the price at which each
investment was acquired by Legal Fund I.

With respect to Legal Fund I, the General Partner will generally distribute cash flow in accordance with Legal
Fund I’s limited partnership agreement. Any distributions of Distributable Cash will generally be made in the
following order: (i) First, 100% to all Partners, pro rata in proportion to their relative Capital Contributions,
until the Partners have received distributions equal to their aggregate Capital Contributions; (ii) Second, 80%
to each Limited Partner pro rata in accordance with its respective ownership percentage in the Fund, and 20%
to the General Partner; and (iii) Third, beginning at such time as each Limited Partner has received pro rata
cumulative distributions equal to an aggregate 25% internal rate of return (“IRR”), 70% to each Limited Partner
pro rata in accordance with its respective ownership percentage in the Fund, and 30% to the General Partner.

The Adviser assesses a management fee to Legal Fund II and Legal Fund II QP borne by the Limited Partners
that is paid quarterly and in advance. The management fees are equal to 0.50% (2.0% per annum) of (i) the
aggregate capital commitments made to Legal Fund I during the Investment Period (which is defined as the
last day that ends 36 months after the date of the initial close); and (ii) the then-current invested capital
thereafter. All expenses of the Offering and organization --including legal and other expenses—are classified
as “Organizational Expenses” and were incurred by the Limited Partners of the Legal Fund.

With respect to Legal Fund II and Legal Fund II QP, the General Partner will generally distribute cash flow in
accordance with the Legal Fund’s limited partnership agreement. Any distributions of Distributable Cash will
generally be made in the following order: (i) First, 100% to all Partners, pro rata in proportion to their relative
Capital Contributions, until the Partners have received distributions equal to their aggregate Capital
Contributions; (ii) Second, 80% to each Limited Partner pro rata in accordance with its respective ownership
percentage in the Fund, and 20% to the General Partner

The Adviser assesses a subadvisor fee to the IDF Fund borne by the limited partners that is paid monthly in
arrears. The subadvisor fee is equal to 0.125% (1.5% per annum) of the ending capital account of each Limited
Partner for each month, including, for this purpose, such Limited Partner’s interest in all side pocket
investments. All expenses of the Offering and organization of the IDF Fund--including legal and other
expenses—are classified as “Organizational Expenses” and were incurred by the Limited Partners of the IDF
Fund. The IDF Fund does not pay any fees on account of any investment in Fund II.

With respect to the IDF Fund, BPA will receive an incentive allocation equal to 20% of any profits generated
for each Limited Partner (subject to a highwater mark) for each calendar year. To calculate the incentive
...

Item 7 – Types of Clients
The Adviser provides investment advice to the Private Funds. The Private Funds may include investments in
funds or other investment entities formed under domestic or foreign laws and operated as exempt investment
pools under the ICA. The investors participating in the Private Funds may include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension
and profit-sharing plans, trusts, insurance companies, estates or charitable organizations or other corporations
or business entities and may include, directly or indirectly, principals or other employees of the Adviser and its
affiliates and members of their families, or other service providers retained by the Adviser.

Whereas Fund I, Fund II, Legal Fund I, Legal Fund II, Legal Fund II QP, and IDF Fund have a minimum
investment amount of $250,000 for third-party Limited Partners, the Offshore Fund requires a minimum
investment amount of $1,000,000. The Private Funds also maintain their own criteria for eligibility. Fund I,
Legal Fund I, and Legal Fund II interests are offered and sold solely to individuals or entities classified as
“qualified clients” as defined by Rule 205-3 of the Advisers Act whereas Master Fund, Fund II, Offshore Fund,
Legal Fund II QP, and IDF Fund are offered exclusively to individuals and entities classified as “qualified
purchasers” as defined in Section 2(a)(51) of the ICA. The Offshore Fund also requires investors to be a
“Sophisticated Investor.” A Sophisticated Investor is a person (a) who does not require immediate liquidity for
his or her investments, (b) for whom an investment in the Fund does not constitute a complete investment
program, and (c) who fully understands and is willing to assume the risks involved in the Offshore Fund’s
investment program.

Pursuant to regulatory standards, Fund I. Legal Fund I, and Legal Fund II are each limited to 100 Limited
Partners (excluding the General Partner interest) whereas Master Fund, Fund II, Offshore Fund, Legal Fund II
QP, and IDF Fund are each limited to 1,999 Limited Partners (including the General Partner interest) or a
number of Limited Partners fewer than permitted by the regulatory standard as determined at the sole discretion
of BPA. The Master Fund is not open to third party limited partners and its only intended limited partners are
Fund I & Fund II.

As BPA has full discretionary authority to manage investments that are acquired or liquidated by the Private
Funds, it is important for Limited Partners to understand that the investments are made in accordance with the
procedures set forth in the organizational documents of such vehicles and the related Private Fund and not in a
manner tailored to the individual Limited Partner.