BBAM US LP

Item 5       Fees and Compensation
Generally, the Advisers receive a management fee (“Management Fee”) and one or more affiliates
receive carried interest in connection with advisory services to the Funds. In addition to the
management fee and carried interest, each Fund bears certain expenses as described herein.

The following provides a general description of fees, compensation, and expenses for the Funds.
With respect to any particular Fund, while the description below may be generally applicable, fees
and expenses may vary, and Fund investors should review the applicable Governing Documents
for a description of all relevant fees and expenses to be paid by a Fund.

Management Fee

During the life of the Funds, the Funds pay a Management Fee to the Advisers. The Management
Fee is established by the Governing Documents and is based on a percentage per annum of
committed capital or net invested capital. Additional details regarding the Management Fee can be
found in the applicable Governing Documents.

The Management Fee is paid monthly in arrears. The Advisers have in the past and may in the
future reduce or waive the Management Fee for certain Limited Partners, including personnel of
BBAM and their family members, Strategic Partners, and affiliates, among others.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, Management Fees
generally will be charged based on a formula tied to (i) the amount of the relevant Fund’s aggregate
capital commitments or (ii) the amount of investment contributions (including, where applicable,
a Fund borrowing component) made by the relevant Fund relating to investments that have not been
realized or the subject of a complete disposition, and will, in the case of some Funds, if greater than
the foregoing, be tied to a percentage of the gross acquisition cost of investments.

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, Management Fees will not be
calculated based upon such appreciated value and will instead continue to be calculated based on
the amount of applicable investment contributions. Conversely, the Governing Documents do not
require Management Fees to be reduced or refunded following the occurrence of a write-down,
decrease (including a significant decrease) in fair value or other events not constituting a complete
realization, such as a partial sale or disposition, reorganization, recapitalization (including
recapitalizations involving dividends), roll-over investment in connection with a sale or dividend
distribution.

As a result, 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 connection with any write downs (whether temporary or
permanent). Except where the Governing Documents 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 Fund’s interest therein, and even in cases where the value of the Fund’s investment or the
Fund’s ownership percentage in such investment has been reduced (including substantially
reduced) as a result of such transaction.

In many circumstances, the Management Fee base will include capitalized transaction-specific
expenses of unrealized investments, including fees and expenses paid to Service Providers, BBAM
or its affiliates.

Carried Interest

Affiliates of the Advisers, known as special limited partners (“Special Limited Partners”), receive
carried interest with respect to the Funds as a percentage of net profits subject to the terms of each
Fund’s Governing Documents. Additional details regarding the carried interest can be found in the
applicable Governing Documents. A description of carried interest is included in Item 6. The
Advisers have in the past and may in the future reduce or waive the carried interest for certain
Limited Partners, including personnel of BBAM and their family members, Strategic Partners, and

affiliates, among others.

Additional Service Agreements

BBAM US and certain Affiliated Advisers have and expect in the future to enter into services
agreements with the Funds to provide certain administrative or management services in connection
with the Funds’ assets. Affiliated Advisers may also enter into additional services agreements with
one or more Fund subsidiaries in connection with financing provided by lenders to such subsidiary.
Any such services agreement may provide for terms that differ from the terms of the service
agreements with the Funds, including terms relating to the fees payable to the Affiliated Advisers
and the circumstances under which such services agreement may be terminated. Typically, all or
a portion of the fees paid to BBAM US or its Affiliated Advisers under such additional services
agreements are offset against the Management Fee; however, some of the fees paid under such
additional services agreements are not offset, as provided by the relevant Governing Documents.

Placement Agent Fees

BBAM US has used and expects in the future to use one or more placement agents. Potential
investors should be aware that the placement agents receive a placement fee from the Funds which
is permitted to be offset against the Management Fee. Certain placement expenses are not applied
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Item 7       Types of Clients
The Advisers’ clients consist of the Funds and related co-investments, which are private
investment vehicles. Each Fund establishes investment requirements as detailed in each Fund’s
respective Governing Documents. The investors participating in the Funds may include high net-
worth individuals, banks or thrift institutions, sovereign wealth funds, pension and profit-sharing
plans, trusts, estates, charitable organizations or other corporations or business entities and also
may include, directly or indirectly, past or current Service Providers, principals or other personnel
of BBAM.

Limited Partners in the Funds are generally required to make minimum initial investments ranging
from no minimum to $10 million. The Funds’ General Partners may waive the minimum initial
investment amount at their discretion.

Any interests in the Funds will be offered and sold generally to investors that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended and (ii)
“qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act, or other
“knowledgeable employees” of BBAM US and its affiliates.

The General Partners or Advisers, without notice to or consent from existing or prospective Limited
Partners in the Funds, have in the past and may in the future enter into side letters or similar separate
agreements with one or more Limited Partners that alter the terms and conditions described in the
Governing Documents.