Bell Partners Investment Manager LLC

Item 5 – Fees and Compensation

Bell and its affiliates receive fees and compensation in exchange for advisory services provided to the
Funds. The Funds are also responsible for bearing certain expenses as detailed below and in each
Fund’s Governing Documents. Differences exist from Fund to Fund, and certain Funds do not
charge certain fees, compensation or expenses that other Funds charge or charge them in different
amounts. The following is a general description of fees, compensation and expenses of the Funds.
Investors should refer to the Governing Documents of the applicable Fund for a complete
understanding of how Bell is compensated for its advisory services; the information contained herein
is a summary only and is qualified in its entirety by such documents.

Asset Management Fees

Bell charges each Fund an asset management fee (the “Asset Management Fee”), generally up to 1.5%
per annum of the Fund investors’ commitments. Specifically, with respect to Funds with institutional
investors, during the first eighteen-month period of a Fund’s term, Asset Management Fees are
charged at 1.5% of the aggregate capital commitments, whether or not funded to date. After the
eighteen-month period, with respect to Funds with institutional investors, Asset Management Fees
are charged at a rate of not more than 1.5% of the aggregate capital contributions in investments that

have not been liquidated, taking into account any write-offs with respect to investments (i.e., a
permanent impairment as reflected in the financial statements of the Fund). For most Funds
organized to accommodate institutional investors, the Asset Management Fee is reduced for those
investors who make certain large commitments to the Fund, as further described in each Fund’s
Governing Documents. With respect to Funds organized to accommodate high-net-worth investors,
the Asset Management Fee is generally charged on funded capital (including subscription financing
drawn in lieu of capital calls) during all periods; however, the amount and the terms of the Asset
Management Fee among such Funds vary.

The amount of Asset Management Fees will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in an investment or of a Fund (unless otherwise
defined in the Governing Documents), including following the stepdown date, and will not be reduced
in connection with any write-downs, 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.
For some institutional Funds, the post step-down Asset Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees charged by
Bell in connection with the investment, which poses a conflict of interest in that the inclusion of such
fees and expenses results in a higher Asset Management Fee than if such transaction fees and expenses
were not capitalized into the asset base.

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

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Asset Management Fee. Such reductions or waivers may arise from the size of an investor’s
commitment to a Fund, provisions of side letter agreements or other negotiated terms. Asset
Management Fees are generally waived for owners, officers and employees of Bell and its affiliates,
and their respective families, investing in a senior management Fund (although in each case, these
investors generally pay their pro rata share of certain Fund expenses).

Asset Management Fees are assessed quarterly in arrears and may be paid directly by investors or
deducted from distributions to be made to investors. The Funds are closed-ended investment vehicles
intended for a long-term investment. Accordingly, Asset Management Fees are expected to be paid
during the term of each Fund, except as otherwise described in the relevant Governing Documents,
and investors generally are not permitted to withdraw or redeem interests in the Funds.

Affiliated Property Management and Other Fees

Bell’s affiliates perform property management services for all properties acquired for the Funds, as
well as for properties owned by third parties. For those assets for which a Bell affiliate acts as property
manager, such affiliate will receive from the property owner a property management fee equal to a
percentage of gross receipts from the property under management. For construction management
services, a Bell affiliate will receive from the property owner a construction management fee equal to
a certain percentage of (i) the total up-front capital budget and (ii) the cost of any work performed
after the up-front capital budget costs if such amounts are greater than an amount specified in the
Governing Documents, and will charge the property owner for the costs allocated by the affiliate for
project supervision (i.e., construction superintendents, project managers, project directors and travel
expenses of asset management and construction management personnel relating to completing the
initial repositioning of an asset) and construction-related accounting for such project, in each case
measured on time spent on such projects. Fees will also be charged to the property owner for
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Item 7 – Types of Clients

Bell provides investment advice to its Funds. The Funds limit their respective investors to persons
who qualify as one or more of the following: (i) “accredited investors” as defined in the Securities
Act of 1933, (ii) “qualified purchasers,” as defined in the Investment Company Act, or (iii) following
registration as a registered investment adviser, “qualified clients,” as defined in the Advisers Act.
Investors in the Funds must also meet certain other suitability qualifications prior to making an
investment in a Fund. The Funds are not registered or required to be registered under the
Investment Company Act, 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 Bell, the applicable General Partner
and/or the Funds. The minimum required capital commitment varies by Fund, although the
applicable Fund’s General Partner has in some cases, in its sole discretion, accepted lesser amounts.

The investors participating in the Funds include U.S and foreign high-net-worth individuals, other
investment entities, insurance companies, university endowments, family offices, pension and profit-
sharing plans, trusts, estates or charitable organizations, fund of funds, corporations, limited
partnerships, limited liability companies or other business entities, joint venture partners, service
providers retained by Bell, and typically include, directly or indirectly, principals or other employees
of Bell and its affiliates and members of their families.