BD Investment Partners LLC

Item 5 – Fees and Compensation

      5.A.   Adviser Compensation

      BDI Partners’ fees are described generally below and detailed in the Funds’ Offering
      Documents. Please refer to the Offering Documents for further information regarding the
      fees and expenses payable by the Funds. Management fees are paid by the Funds directly
      to BDI Partners.

      For BDIP Fund II, L.P. and FMIIP Fund I, L.P., management fees are deducted in advance on
      a quarterly basis. Management fees are based upon a percentage of assets under
      management as disclosed in the Funds’ Offering Documents. The management fee is
      equal to 2.0% (per year) of each Investor’s capital commitment in the Fund, calculated at
      the beginning of each quarter. Management fees may be reduced by Breakup Fees,
      Transaction Fees, and Monitoring Fees.

      For FMIIP Affiliates Fund I, L.P., the Fund retains discretion to pay BDI Partners a
      management fee for services relating to the management of the Fund’s assets. However,
      BDI Partners may be paid a Breakup Fee, Transaction Fee, and Monitoring Fee, which are
      outlined in the Fund’s Offering Documents.

      The General Partners are also eligible to receive a performance-based allocation (“Profits
      Interest”) with respect to realized investments in the Funds, as further described in each
      Fund’s Offering Documents.

      5.B.   Direct Billing of Advisory Fees

      Management fees charged for the Funds are deducted directly from the Funds’ assets.

      5.C.   Other Non-Advisory Fees

      BDI Partners and the General Partners shall each bear ordinary day-to-day expenses
      incidental to the administration of the Partnership but are not entitled to a reimbursement
      of such costs. The Partnership shall bear the costs and expenses related to the
      Partnership’s activities and operations. The Partnership shall bear the costs and expenses
      incurred in connection with organizing and establishing the Fund.

      In addition to the fees described above, the Firm and the General Partners of each Private
      Investment Fund are generally responsible for certain operating expenses as disclosed in
      the related Governing Documents. These expenses can include, but are not limited to: all
      administrative expenses, including legal, tax, accounting, custodial, printing, audits,
      insurance, advisory, Advisory Committee expenses, annual meeting expenses, other
      expenses related to the investigating and retaining potential portfolio investments
      (including travel and other out-of-pocket expenses) and disposition of portfolio company,
      and other costs and expenses traditionally understood to be expenses related to the Funds.

      Moreover, the Limited Partnership of each Fund may be charged with all costs and
      expenses pertaining to organizing and raising capital from prospective investors, as
      disclosed in each Fund’s governing documents (“Organizational Expenses”).

      5.D.   Advance Payment of Fees

      As noted in Item 5.A above, the management fee charged to the Funds is paid quarterly in
      advance.

      5.E.   Compensation for Sale of Securities or Other Investment Products

      Neither BDI Partners nor its supervised persons accept compensation for the sale of
      securities or other investment products, including asset-based sales charges or service
      from the sale of mutual funds.

Item 7 – Types of Clients

      The Adviser provides portfolio management services to private pooled investment vehicles.
      The minimum investment in a Fund varies according to strategy and can be found in the
      relevant Fund’s Offering Documents.