Bayhawk Capital LP

Item 5: Fees and Compensation

The fees applicable to each of the Funds are set forth in detail in the corresponding Governing
Documents. A brief summary of such fees is provided below.

Management Fee

Main Fund

The Main Fund generally pays BayHawk, quarterly in advance, a management fee (the
“Management Fee”) calculated in an amount equal to 2.0% on an annual basis of aggregate
investor capital commitments (“Commitments”) held by Investors not designated as
“affiliated partners” by the General Partner. Upon a date specified in the Governing
Documents (the “Stepdown Date”), the Management Fee will be reduced and will equal 2.0%
of the aggregate investment contributions made (or payable to the Main Fund pursuant to
any outstanding capital call notice or capital call notice that the General Partner intends to
issue to repay indebtedness incurred pursuant to the Partnership Agreement) with respect to
investments that have not been disposed of or permanent write-downs, in each case, with
respect to Investors not designated as “affiliated partners”; provided that investments in a
portfolio company will be treated for this purpose as having been disposed of or completely
written-off only to the extent that, as of the date of any such disposition or write-off, the
aggregate value (as determined pursuant to the Partnership Agreement) of all remaining Main
Fund investments in such portfolio company is less than the Main Fund’s aggregate
investment contributions with respect to all existing and former Main Fund investments in
such portfolio company. As a general matter, Management Fees will be payable during term
extensions unless otherwise agreed with investors. Subject to the applicable Governing
Documents, BayHawk is permitted to reduce or waive the Management Fee with respect to
an investor in its sole discretion.

As is generally the case in private equity funds, the Main Funds’ Partnership Agreement
provides that the Main Fund’s Management Fees will be calculated and charged on a basis
that generally is not tied to the Main Fund’s then-current net asset value. As further specified
in the relevant Partnership Agreement, from the effective date of the Main Fund until the
Stepdown Date, Management Fees generally will be charged based on a formula tied to the
amount of the Fund’s aggregate Commitments. Further, after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the
amount of investment contributions made by the Main Fund that have not been realized or
permanently written-down(such investments “Impaired Value Investments”).

Under the Partnership Agreement, where the fair market value of an investment exceeds the
total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of such investment contributions. However,
where there has been a partial disposition of an investment in a portfolio company and the
fair market value of all remaining Main Fund investments in such portfolio company following
such event exceeds the total amount of investment contributions with respect to all existing
and former Main Fund investments in such portfolio company, the Partnership Agreement
does not require Management Fees after the Stepdown Date to be reduced.

As a result, the amount of Management Fees generally will not correspond with fluctuations
in the Main Fund’s net asset value, including following the relevant investment period, and

will not be reduced in connection with any write downs (whether temporary or permanent),
except in the case of Impaired Value Investments. Except where the Partnership Agreement
expressly provide to the contrary, Management Fees will not be reduced (in whole or in part)
in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend
recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions, in each case in circumstances that do not result in the
complete disposition of the relevant Main Fund’s interest therein or an Impaired Value
Investment, and even in cases where the value of the Main Fund’s investment or the Main
Fund’s ownership percentage in such investment has been reduced (including substantially
reduced) as a result of such transaction.

In many circumstances, the fair value component of such post-Stepdown Date Management
Fees will include capitalized transaction-specific expenses of unrealized investments. Further,
Management Fees generally will not be reimbursed or refunded under the Partnership
Agreement in the event of realizations, dispositions or write-offs that occur partway through
the relevant calculation period.

Single-Asset SPVs

The Single-Asset SPVs generally pay BayHawk, quarterly in advance, a Management Fee
calculated quarterly in an amount equal to (i) during the Commitment Period (as defined in
the Single-Asset SPV Commitment Agreement), 0.50% on an annual basis of the aggregate
invested capital of the applicable Single-Asset SPV that has not been permanently written
down as determined by the General Partner in good faith (“Invested Capital”) with respect to
Investors not designated as “affiliated members” by the General Partner and (ii) commencing
with the first Management Fee due after the Commitment Period, 1.25% on an annual basis
of the aggregate Invested Capital of such Single-Asset SPV with respect to Investors not
designated as “affiliated members” by the General Partner.

In addition, during the Commitment Period, the Single-Asset SPV Investors that are party to
the Single-Asset SPV Commitment Agreement and are not designated as “sponsor investors”
by the General Partner pursuant to the Single-Asset SPV Commitment Agreement generally
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Item 7: Types of Clients

BayHawk provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to BayHawk’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the U.S. Investment Company Act of 1940, as amended, and
the rules and regulations promulgated thereunder. The investors participating in the Funds
generally include individuals, banks or thrift institutions, other investment entities, university
endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts,
estates or charitable organizations or other corporations or business entities and often
include, directly or indirectly, principals or other personnel of BayHawk and its affiliates and
members of their families, Operating Partners or other service providers retained by Bayhawk
or a Fund, as well as executives of portfolio companies.

The relevant General Partner also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets
of these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

The Main Funds generally target a minimum investment amount of $5 million for third-party
investors, and BayHawk intends to offer and sell interests solely to qualified purchasers (or
qualified knowledgeable BayHawk personnel). BayHawk has discretion to accept investments
below this amount, and the minimum is frequently waived, including for friends and family
investors and other strategic relationships.