Beecken Petty O'Keefe & Company LLC

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

BPOC and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees (“Management Fee”), a carried
interest allocation (“Carried Interest”), additional compensation in connection with management
services performed for the portfolio companies of the Funds and reimbursements from portfolio
companies for certain expenses paid or advanced on their behalf. The Funds are also responsible
for bearing certain expenses as detailed below and in each Fund’s Governing Documents. The
Governing Documents of each Fund detail the fees, compensation and expenses in greater detail.
The following is a summary of fees and expenses for BPOC’s active Funds; differences exist from
Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses that other
Funds charge.

Management Fees

During the commitment period, a Fund will pay the General Partner an annual Management Fee,
payable semi-annually and calculated partially in advance and partially in arrears, which for most
Funds is equal to 2% of non-affiliated limited partners’ aggregate committed capital commitments.
As of the earlier of the end of the commitment period or upon the occurrence of certain events as
set forth in the applicable limited partnership agreement, the Management Fee will be reduced to
2% of the non-affiliated limited partners’ percentage of (i) the aggregate investment contributions
with respect to investments that have not been disposed of less (ii) the aggregate amount of
investments that have been permanently written down. Investments in a portfolio company shall
be treated as having been disposed of or permanently written down only to the extent that, as of
the date of any such disposition or write down, the aggregate fair market value of all remaining
Fund investments in a portfolio company is less than the Fund’s aggregate investment
contributions made with respect to such portfolio company. The amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments,
aggregate investments in a portfolio company or of a Fund, including following the stepdown date,
and will not be reduced in connection with any write-downs (whether temporary or permanent),
except in the case of investments that have been permanently written down. Permanent write-
down determinations are made in the discretion of the valuation committee in accordance with
the relevant Governing Documents and the Firm’s valuation policy. 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 distributions (i.e., dividend recapitalizations), partial sales,
reorganizations, restructurings, roll-over investments or similar transaction, 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 such Fund’s investment or ownership percentage in a
portfolio company has been reduced as a result of such transaction. In addition, Management
Fees generally will not be reimbursed or refunded under the Governing Documents in the event
of realizations, dispositions or partial write-downs that occur partway through the relevant
calculation period. Further, where there has been a partial disposition or permanent write-down
of a Fund’s investment and the fair market value of the investment following such event exceeds
the total amount of the Fund’s investment contributions relating to the investment, the Governing
Documents do not require Management Fees after the stepdown date to be reduced. In most
circumstances, the post step-down Management Fee base will include capitalized transaction-
specific fees and expenses of unrealized investments, including transaction fees (if applicable)
charged by BPOC in connection with the investment, which poses a conflict of interest in that the
inclusion of such fees and expenses results in a higher Management Fee than if such transaction
fees and expenses were not capitalized into the asset base.

All Management Fees were negotiated with limited partners during the fundraising period of the
applicable Fund and are not subject to negotiation thereafter. Generally, limited partners
participating in a subsequent closing after the initial closing of a Fund are responsible for paying
the Management Fee as of the date of the initial closing of such Fund, plus interest, as applicable.
In addition, Management Fees are payable during term extensions unless otherwise
communicated with limited partners.

The General Partner is permitted, in its sole discretion, to waive, reduce or defer all or a portion
of the Management Fee for a Fund or for certain limited partners in a Fund. For example,
Management Fees are reduced for certain limited partners participating in BPOC’s continuation
vehicle. Management Fees are generally waived for employees (including employees investing
through a General Partner) or affiliates of BPOC, however in each case such limited partners
generally pay their pro rata share of certain Fund expenses. Certain employees of BPOC receive
a portion of the Management Fee, Carried Interest allocation or other compensation received by
the General Partner as stated in the General Partners’ Governing Documents.

As per the provisions of the Governing Documents, BPOC is permitted to waive, defer, or reduce
all or a portion of the Management Fee payable by a Fund in full or partial satisfaction of any
obligation of a General Partner and certain employees to invest in and alongside such Fund. Any
waived portion of a Management Fee installment is permitted to be treated as a deemed capital
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such
as individuals, trusts, investment companies, or pension plans. If you have any
requirements for opening or maintaining an account, such as a minimum account size,
disclose the requirements.

BPOC provides investment advice to the Funds. The limited partners participating in the Funds
include individuals, banks or thrift institutions, other investment entities, pension and profit-sharing
plans, endowments, trusts, estates or charitable organizations or other corporations or business
entities and include, directly or indirectly, principals or other employees of BPOC and Operating
Partners. The Funds generally have minimum investment amounts varying from $1.0 million to
$5.0 million for third-party limited partners, although commitments of less than $1.0 million have
been accepted in the sole discretion of the applicable Fund’s General Partner. Limited partners
in the Funds must meet certain suitability and net worth qualifications prior to making an
investment in the Funds. Limited partners must generally be (i) “accredited investors” as defined
under Regulation D of the Securities Act of 1933, and either (ii) “qualified clients” as defined in
the Advisers Act, or (iii) “qualified purchasers” or “knowledgeable employees,” each as defined
under the Investment Company Act. The Funds are not registered or required to be registered
under the Investment Company Act; their securities are not made available to the general public;
their securities are not registered or required to be registered under the Securities Act of 1933;
and Fund interests are privately placed to qualified investors. Qualified investors include
individuals or entities to which Fund interests are permitted to be sold, which generally includes
(i) in the United States, people or organizations who meet certain net worth, income and/or

financial sophistication requirements as described above or (ii) in other countries, as permitted by
the relevant securities laws in such jurisdiction and in compliance with any foreign offering
provisions applicable to BPOC and/or the Funds.

On occasion, BPOC offers co-investment opportunities for certain investors to invest alongside a
Fund in certain Fund portfolio companies. As referenced in Item 4 above, co-investments have
been structured either as (i) a separate Co-Investment Fund or (ii) a direct investment by certain
investors into a portfolio company or its holding or operating company. When structured as a Co-
Investment Fund, BPOC considers the investment to be a Fund client, identifies the Fund in its
Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Fund, reserves the option
to assess a Management Fee and Carried Interest on such Fund and includes the amount of
assets of such Co-Investment Fund in the Firm’s regulatory assets under management. In the
case of direct co-investments, BPOC does not consider the investment to be a Fund or a client,
does not act as the investment manager to the co-investment portion of the investment, does not
charge Management Fees or Carried Interest to the investment, does not have custody of the
investment or include the amount of assets of the co-investment in the Firm’s regulatory assets
under management. In such direct co-investment opportunities, BPOC will perform management,
advisory and other services for the portfolio companies in which these co-investment vehicles
invest alongside the Funds, generally at no cost to such vehicles except portfolio company fees
and expenses (which such fees and expenses are recorded at the portfolio company).

Determinations on selecting co-investors are based on the provisions of the applicable Governing
Documents and such other factors as BPOC will consider in its sole discretion, including those
specified in its policies on investment allocation and co-investments. Subject to any restrictions
contained in the Governing Documents of the relevant Fund or any side letter or other terms
negotiated with respect to such Fund, in general no investor has a right to participate in any co-
investment opportunity. Opportunities to invest in a portfolio company are made available to
select persons or entities, including limited partners and third parties who are not currently Fund
limited partners, such as, without limitation, management or founders of the applicable portfolio
company, strategic investors, lenders, deal sources (including finders and consultants), other
sponsors (including other private equity or venture capital firms), service providers, Operating
Partners other persons or entities affiliated, associated or otherwise known to BPOC or its
personnel. Additionally, on occasion certain individuals who source transactions or provide
financing for a transaction will negotiate co-investment rights or co-investment priority rights as a
component of their compensation or other arrangements with the relevant Fund. In certain cases,
determinations to allocate such amounts or investment opportunities to vendors or service
providers will be made prior to the determination of the availability of opportunity for other co-
investors, and as such generally will decrease the amount of co-investment opportunities
available. In all such circumstances, the size of the investment opportunity otherwise available
to the Fund will be less than it would otherwise have been without the inclusion of such co-
investors. BPOC’s exercise of discretion in allocating co-investment opportunities often will not
result in proportional allocations among such co-investors and such allocations can be more or
less advantageous to some co-investors relative to other co-investors.

In certain cases, co-investment opportunities can include opportunities to invest in Fund portfolio
companies at a time when there is not a corresponding Fund investment or on different terms
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