Baypine Holdings LP

Item 5.        Fees and Compensation

BayPine provides investment advisory services to the Funds pursuant to a management services
agreement (the “Management Services Agreement”). The Management Services Agreement,
along with the applicable Funds’ Governing Documents, set forth in detail the fee structure
relevant to the Funds. The terms of the Management Services Agreement and applicable
Governing Documents are generally established at or around the time of the formation of a Fund,
subject to amendment in accordance with the terms of the Governing Documents. All investors
and prospective investors in any Fund should review the Governing Documents of the Fund in
conjunction with this Brochure for complete information on the fees and compensation payable
with respect to such Fund.

Management Fees

BayPine generally expects to receive a management fee (the “Management Fee”) from the Funds
as set forth in the applicable Governing Documents. The Management Fee will typically be based
on a percentage of committed capital or actively invested capital, charged quarterly in advance
(and pro-rated for any period that is less than a full three-month period) and paid directly from the
Fund’s assets.

BayPine’s services may be terminated by the Funds as set out in the applicable Governing
Documents. Upon termination, generally, any prepaid, unearned Management Fees will be
refunded or otherwise not payable, and any earned, unpaid Management Fees will be due and
payable.

Management Fees will be calculated on a basis that is not tied to such Fund’s then-current net asset
value. As further specified in the Governing Documents, from the effective date of the relevant
Fund until a date specified in such Governing Documents (the “Stepdown Date”), Management
Fees generally will be calculated based on a percentage of the relevant Fund’s aggregate capital
commitments. After the Stepdown Date, Management Fees generally will be calculated based on
a percentage of investment contributions (including, where applicable, a Fund borrowing
component and the amount of any capitalized Transaction Fees (as defined below) or expenses)
made by the relevant Fund with respect to investments that have not been disposed of, completely

written off for U.S. federal income tax purposes or permanently written-down for accounting
purposes in accordance with GAAP (such investments, “Impaired Value Investments”). Due to
differences in the criteria set forth in their respective Governing Documents, in the event that more
than one Fund were to participate in an investment, there is the possibility that an investment will
become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not
those of one or more other Funds.

As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or
of a Fund, including following the relevant investment period, and will not be reduced (in whole
or in part) in connection with any distributions (e.g., those resulting from a divided
recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends
or similar transaction, or in circumstances where one or more other Fund(s) divest their respective
investment(s) in the relevant portfolio company, whether in whole or in part, write downs of
investments (whether temporary or permanent), except in the case of investments that are subject
to a partial sale or Impaired Value Investments; provided that with regards to the partial sale or
permanent write-down of an investment, Management Fees are generally only reduced in
connection with such partial sales or permanent write-down to the extent that the fair market value
of the remaining portion of such investment following such event is less than the total amount of
investment contributions relating to such investment aggregate amount of all existing and former
contributions relating to such investment.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
certain Transaction Fees) and expenses paid to Service Providers, Operating Executives, BayPine
or its affiliates (see “Conflicts of Interest” below for additional information). Further, Management
Fees generally will not be reimbursed or refunded under the Governing Documents in the event of
realizations, dispositions, write-offs or write-downs that occur partway through the relevant
calculation period.

The Governing Documents set forth the full list of terms under which Management Fees will be
reduced, offset, or otherwise be limited, and consequently, unless otherwise agreed to by the
relevant General Partner, investors should expect to bear the full specified Management Fee rate
in the Governing Documents until they are reduced in the circumstances and on the date(s)
specified therein.

Subject to the limitations set forth in the applicable Fund’s Governing Documents, BayPine or
another BayPine affiliate are entitled to and expect to receive from portfolio companies or any
prospective portfolio company certain supplemental fees and other amounts (“Transaction Fees”)
consisting of (i) directors’ fees, financial consulting fees or advisory fees paid to the General
Partner and/or the Management Company with respect to any Fund investment; (ii) transaction
fees paid to the General Partner and/or the Management Company with respect to any Fund
investment; and (iii) break-up fees with respect to Fund transactions not completed that are paid
to the General Partner and/or the Management Company, in each case net of certain expenses (as
set forth in the relevant Fund’s Governing Documents); but not including, in any event, (i) any
amount received by the General Partner and/or the Management Company or other person from a
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Item 7.        Types of Clients

The Adviser provides investment advice to the Fund and not to the individual Limited Partners.
Interests in the Fund are exempt from registration under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and the Fund relies on an exclusion from registration as an
investment company pursuant to Sections 3(c)(1) and/or 3(c)(7) under the U.S. Investment
Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in
each Fund are offered and sold exclusively to persons who are “accredited investors” (as defined
in Regulation D under the Securities Act), “qualified purchasers” or “knowledgeable employees”
(each, as defined in the Investment Company Act), or a “non-U.S. person” (as defined under Rule
902 under the Securities Act), or to persons who are otherwise permitted to invest under applicable
securities laws.

The investors participating in the Funds generally may 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 BayPine and its affiliates and members of their families, Operating Executives or

other Service Providers retained by BayPine or a Fund, and, potentially, executives of portfolio
companies.

To the extent that the Fund has minimum investment amounts, such amounts are set forth in the
relevant Governing Documents. Fund interests generally are offered and sold solely to accredited
investors and/or qualified purchasers (or knowledgeable BayPine personnel) that are also
“qualified clients” (as defined in Rule 205-3 under the Advisers Act). BayPine generally is
permitted to waive such minimum investment amount.