BC Partners PE LP

ITEM 5. FEES AND COMPENSATION

   The fees and expenses applicable to each PE Fund are described in each such Fund’s
   Organizational Documents. Clients and investors should review the relevant Organizational
   Documents to fully understand the total amount of fees and expenses that may be paid.

   The Firm generally receives Advisory Fees and Performance Compensation (each as defined
   below) or similar performance-based remuneration from the PE Funds. Pursuant to the relevant
   Organizational Documents, in certain circumstances, a PE Fund will pay servicing fees to the Firm
   in consideration of administrative services performed by BCPEL or its affiliates. A PE Fund and/or
   any of their respective portfolio companies 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”), which, in certain circumstances,
   may reduce the Advisory Fees payable to the Firm in respect of such Client.

   As compensation for investment advisory services rendered by the Adviser in respect of the PE
   Funds, 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”), a portion of which will be paid, directly or
   indirectly, to the Adviser in respect of the advisory services provided by it. Any portion of the
   Advisory Fees indirectly received by the Adviser with respect to the PE Funds will be set out in
   the Sub-IAA. The Advisory Fee is typically calculated based on committed capital or invested
   capital.

   Advisory Fees in respect of each of the PE Funds are negotiated with each such Client, as further
   described in the applicable Organizational Documents. Advisory Fees may be reduced by certain
   types of other fees or compensation received by the Firm that relate to such Fund’s activities and
   investments, or by certain organizational or other expenses borne by such Fund, as described in
   more detail below. Clients participating in a closing after a PE Fund’s initial closing date bear the
   Advisory Fees from the initial closing date, generally in addition to an interest component payable
   to the Adviser or an affiliate. Advisory Fees paid by a PE Fund are indirectly borne by third party
   investors in such PE Fund.

   In accordance with the Organizational Documents of each PE Fund, Advisory Fees will be
   deducted from any available cash assets of the relevant PE Fund and to the extent there are no
   available cash assets, the relevant Firm entity will draw capital from investors for the purpose of
   paying any such Advisory Fees. PE Fund Advisory Fees for the latest PE Funds that are payable
   semi-annually in advance in respect of relevant investments cost, are calculated as at the dates
   specified in the Organizational Documents of those PE Funds. The precise amount of, and the

manner and calculation of, the Advisory Fees that are indirectly received by the Adviser for each

applicable Client are established by BCP or the Adviser and are set forth in such Client’s advisory
agreement with BCP or the Adviser, as applicable (the “Advisory Agreement”) and/or the
Organizational Documents received by each investor prior to investment in such Client.

The Advisory Fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by the Firm in its sole discretion, both voluntarily and, in respect
of relevant Funds, on a negotiated basis with selected investors via side letter and other
arrangements, which may not be disclosed to other investors in the same Fund. The fee structures
described herein may be modified over time. Fees may differ from one Client to another, and, in
respect of the relevant Funds, as well as among investors in the same Fund. Where the applicable
Organizational Documents calculate Advisory Fees based on the amount of committed capital or
the amount of investment contributions, the amount of Advisory Fees generally will not be reduced
based on reductions in investment value, except where specified by the relevant Organizational
Documents. As a general matter, Advisory Fees will be payable during term extensions unless
otherwise agreed with investors.

Certain investors in the BC Partners Funds that are personnel, business associates and other
“friends and family” of the Adviser or its personnel, service providers (including lenders and law
firms) (“Adviser Investors”) will not typically pay Advisory Fees in connection with their
investment in such Fund (or may pay Advisory Fees subject to reduced or partially waived rates or
arrangements). Notwithstanding that Adviser Investors will generally not pay Advisory Fees,
Adviser Investors will pay for their pro-rata share of certain Fund expenses, or the pro-rata
portion of such Adviser Investors’ expenses will be allocated to the applicable Firm entity in
respect of such Fund.

Please see Item 6 below regarding “Performance Compensation” that the PE Funds may pay.

Additionally, consistent with the Organizational Documents of each PE Fund, a PE Fund typically
bears certain out-of-pocket expenses incurred by the Adviser in connection with the services
provided to such Client and/or the Portfolio Investments. Further details about certain common fees
and expenses in respect of the Funds are set forth below.

Generally, and except as otherwise set forth in the relevant Organizational Documents, the Firm
will ultimately bear all fees and out-of-pocket expenses of any placement agent it engages to solicit
investors for the PE 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
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ITEM 7. TYPES OF CLIENTS

The Adviser currently provides investment advisory services on a sub-advisory basis in respect of
the PE Funds. Interests in the PE 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 in the Funds may not be “qualified purchasers.”
Investors in the PE 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. PE Funds may, however, be
offered under other exemptions or pursuant to applicable registration statements under the
Securities Act and/or 1934 Act (as the case may be).

The Firm does not have a minimum size for a PE 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.

The Firm, in accordance with the respective Organizational Documents, is permitted to exempt
investors meeting certain qualification requirements based on commitment size or other strategic
or relationship factors in the PE Funds from payment of all or a portion of Advisory Fees and/or
Performance Compensation. The respective Fund’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. For example, in instances where a BC Partners professional (or an affiliated entity
thereof) invests in a PE 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 Firm has the
right to permit investors, affiliated with an Adviser or otherwise, to invest through the relevant
general partner or other vehicles that do not bear Advisory Fees or Performance Compensation.