BC Partners Advisors LP

ITEM 5. FEES AND COMPENSATION

The fees and expenses applicable to each BCPAL Client are described in each such Client’s
organizational or offering documents, advisory agreements, investment management agreements,
as applicable, and/or side letter agreements negotiated with investors in the applicable Funds (the
“Organizational Documents”). Fees and expenses paid by a Fund are indirectly borne by its
investors. The Organizational Documents set forth the terms under which any fees or expenses
payable by a BCPAL Client will be waived, reduced, offset or otherwise be limited. BCPAL
Clients and investors should review the relevant Organizational Documents to fully understand the
total amount of fees and expenses that may be paid.

Advisory and Other Fees

As compensation for investment advisory services rendered by the Adviser in respect of the
BCPAL Clients, together with management services provided by other Firm entities such as the
general partners of such Clients, the Firm receives from each such Client a management or
advisory fee or equivalent profit share (each, an “Advisory Fee”). Advisory Fees in respect of
each BCPAL Client are established in connection with the formation of the Fund or the advisory
relationship with a Client. Advisory Fees are payable quarterly in arrears, or as otherwise permitted
by the relevant Organizational Documents. The precise amount of, and the manner and calculation
of, the Advisory Fees are set forth in such Client’s Organizational Documents. The Adviser also
receives a portion of the profits from certain Clients as performance-based compensation. Please
see Item 6 below regarding “Performance Compensation.”

In certain circumstances, a BCPAL Client will pay servicing fees (including on a fixed-fee basis)
to the Firm in consideration of administrative services performed by BCPAL or its affiliates. A
BCPAL Fund and/or any company (“Portfolio Entity”) in which a Fund has invested are also

permitted to make other payments to the Firm for services provided in respect of any portfolio
company (or intermediate entity) or other investment of any Client (collectively, “Portfolio
Investments”).

Client Expenses

Generally, and except as otherwise set forth in the relevant Organizational Documents, each
BCPAL Fund (including its subsidiaries and intermediate entities) and the BDC will bear all of its
respective fees, costs, expenses, obligations and liabilities (together with any value added tax or
other relevant taxes, if any) relating to: (i) its operation, management and administration; (ii) its
investment related activities (including sourcing, negotiating, acquiring, holding and disposing of
actual and potential investments and brokerage and other transaction costs); and (iii) its eventual
termination and winding up. Each Credit Account generally bears reasonable out-of-pocket costs
and expenses related to the operation and management of such Credit Account and the execution
of their investment programs to the extent such costs are not borne by the Account’s underlying
borrowers/issuers or is otherwise reimbursed by a third party. More detailed information regarding
the expenses borne by a BCPAL Client are set forth in the Client’s Organizational Documents.
Please see Item 12 below for additional information about BCPAL’s brokerage practices.

Generally, and except as otherwise set forth in the relevant Organizational Documents, BC
Partners will ultimately bear all fees and out-of-pocket expenses of any placement agent it engages
to solicit investors for the BCPAL Funds. These Funds will bear all legal and other expenses,
including the out-of-pocket expenses of the applicable general partner, incurred in the formation
of these Funds, in certain cases, up to an amount specified in the Organizational Documents of the
applicable Fund. In certain cases, organizational expenses in excess of a specified amount, if any,
ultimately will be borne by BC Partners. Additionally, consistent with the Organizational
Documents of each BCPAL Client, a BCPAL Client typically bears certain out-of-pocket expenses
incurred by the Adviser in connection with the services provided to such Client and/or its Portfolio
Investments.

To the extent that BCPAL has entered into an advisory contract or consulting agreement with a
Client’s Portfolio Investment, the Client will also indirectly bear any fees charged by BCPAL to
such Portfolio Investment. A typical consulting agreement may reimburse BCPAL for its costs
and expenses and its allocable portion of overhead incurred in performing its administrative
obligations under such agreement. BCPAL has a conflict of interest when selecting itself to serve
as the investment adviser to a Portfolio Investment because it has an interest in earning fees from
the Portfolio Investment.

Payments under the administration agreement (“Administration Agreement”) between the BDC
and BC Partners Management LLC (the “Administrator”), an affiliate of the Adviser, are equal
to an amount that reimburses the Administrator for its costs and expenses and its allocable portion
of overhead incurred by the Administrator in performing its obligations under the Administration
Agreement, including the BDC’s allocable portion of the compensation paid to its chief
compliance officer and chief financial officer and the Administrator’s respective staff who provide
services to the BDC.

BC Partners engages and retains senior advisors, operating advisors, operating partners, advisers,
consultants, and other similar professionals who are not personnel or affiliates of the Adviser
(collectively, “Operating Advisors”) and who receive payments and reimbursed expenses from,
or allocations with respect to, Portfolio Investments and/or other entities. In such circumstances,
such amounts will not be deemed paid to or received by the Adviser and such amounts generally
will not benefit a Fund or its investors. The use of Operating Advisors subjects the Adviser to
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ITEM 7. TYPES OF CLIENTS

The Adviser currently provides investment advisory services in respect of the BCPAL Clients.
Interests in the BCPAL Funds are generally offered pursuant to applicable exemptions from
registration under the Securities Act and the 1940 Act. Investors in the Funds are generally
“accredited investors” as defined in the Securities Act and/or “qualified purchasers” as defined in
the 1940 Act; however, non-U.S. investors or certain Firm employees (and/or their related
vehicles) in the Funds may not be “qualified purchasers.” Investors in the BCPAL Funds may
include, among others, high net worth individuals, banks, thrift institutions, pension and profit
sharing plans, trusts, estates, charitable organizations, university endowments, corporations,

limited partnerships and limited liability companies or other entities, Operating Advisors as well
as executives of portfolio companies. BCPAL Funds may, however, be offered under other
exemptions or pursuant to applicable registration statements under the Securities Act and/or the
Exchange Act of 1934, as amended, from time to time (as the case may be).

The Firm does not have a minimum size for a BCPAL Fund, but minimum investment
commitments are generally established for investors in these Funds. The general partner of each
Fund may in its sole discretion permit investments below the minimum amounts set forth in the
Organizational Documents of such Fund. Minimum investment commitments for the BDC and
BCPAL Adjacent Vehicles will be set forth in their applicable Organizational Documents.

The Firm, in accordance with a BCPAL Client’s Organizational Documents, is permitted to
exempt investors meeting certain qualification requirements based on commitment size or other
strategic or relationship factors in the BCPAL Funds and BCPAL Adjacent Vehicle(s) from
payment of all or a portion of Advisory Fees and/or Performance Compensation. The respective
Fund’s or Adjacent Vehicle’s general partner reserves the right to make any such exemption from
Advisory Fees and/or Performance Compensation, and such exemption may be made by a direct
exemption, a rebate by the Firm and/or its affiliates, or through other co-investing Funds or
Adjacent Vehicles. For example, in instances where BC Partners professionals (or an affiliated
entity thereof such as “friends and family” of the Adviser), service providers (including lenders
and law firms) or other investors meeting certain qualification requirements based on commitment
size or other strategic or relationship factors invests in a BCPAL Fund, such professional (or such
affiliated entity) generally will be exempt from payment of the Advisory Fee and Performance
Compensation with respect to such Fund. Additionally, to the extent permitted by the relevant
Organizational Documents, the Adviser has the right to permit investors, affiliated with the
Adviser or otherwise, to invest through the relevant general partner or other vehicles that do not
bear Advisory Fees or Performance Compensation.