Berkshire Partners LLC

Item 5.     Fees and Compensation

As compensation for investment advisory services rendered to the Funds, the Adviser receives from each
such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on committed capital or
remaining invested capital with respect to such Fund. Advisory Fees from time to time are reduced or
waived during the life of a Fund. Advisory Fees paid by a Fund are indirectly borne (to the extent not waived)
by investors in such Fund.

Each Fund’s Governing Documents provide that the Advisory Fees will be calculated on a basis that, as a
general matter, is not tied to the Fund’s then-current net asset value. As further described in the Governing
Documents, from the effective date of the relevant Fund until a date specified in the Governing Documents
(e.g., the end of the Fund’s defined investment period or upon the occurrence of certain events (the
“Stepdown Date”)), Advisory Fees generally will be calculated based on a formula tied to the amount of the
relevant Fund’s aggregate commitments. After the Stepdown Date, Advisory Fees generally will be
calculated based on a formula tied to aggregate investment contributions that have not been disposed of
or written off as a realized loss for book purposes, outstanding leverage, unrecouped bridge financing
contributions and, with respect to the DI Funds and subject to limitation in the applicable Fund’s Governing
Documents, investment contributions that have not been written down and amounts committed in respect
of, or reserved to complete, investments. For these purposes, amounts committed in respect of investments
include amounts allocated by the Adviser for potential investments or amounts where a Fund has the right,
but not the obligation, to invest or increase investment in a portfolio company. Unless otherwise noted in a
Fund’s Governing Documents, Advisory Fees will not be reduced in connection with any write downs
(whether temporary or permanent) or a decrease (including a significant decrease) in fair value, except in
the case of investments that have been written off as a realized loss for book purposes. Similarly, if the fair
value of an investment exceeds the aggregate investment contributions for that investment, Advisory Fees
payable after the Stepdown Date are not computed on the appreciated value and instead continue to be
determined by the amount of such investment contributions. As a result, the Advisory Fees generally will
not track changes in the fair value of any individual investment or of a Fund. On occasion, the Advisory Fee
base will include capitalized transaction-specific fees and expenses of unrealized investments.

In addition, the Governing Documents for certain Funds do not require any reimbursement or refund of
Advisory Fees, in whole or in part, in connection with partial sales or dispositions, distributions (including
those arising from dividend recapitalizations), reorganizations, restructurings, roll-over investments,
extraordinary dividends or similar transactions, or where one or more other Fund(s) exit their investment(s)
(including credit investments) in the relevant portfolio company, whether in whole or in part, in each case
where such events do not result in a complete disposition of the relevant Fund’s interest, and even where
the value of the Fund’s investment or the Fund’s ownership percentage has been reduced (including
materially reduced) as a result. In addition, the Governing Documents for certain Funds do not provide for
the reimbursement or refund of Advisory Fees in the event of realizations, dispositions, or partial write-
downs or write-offs occurring mid–calculation period.

The Governing Documents set forth the terms under which Advisory Fees will be reduced, waived, offset,
or otherwise limited, and, consequently, investors should expect to bear the full specified Advisory Fee rate
in the Governing Documents until such fees are reduced in the circumstances and on the date(s) specified
therein. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during
any term extensions.

In addition, the Adviser and its employees perform consulting, transaction-related, financial advisory, and
other services for, and receive fees from, actual or prospective portfolio companies or other investment
vehicles of the Funds, including fees in connection with operational and financial matters (e.g., monitoring
fees and advisory fees), structuring investments in such portfolio companies (e.g., placement fees,
commitment fees, financing fees, closing fees and acquisition fees), as well as mergers, acquisitions,
operations, restructurings, add-on acquisitions, other projects, refinancings, public offerings, sales,

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terminations, divestments or other dispositions, and similar transactions with respect to such portfolio
companies (“Transaction Fees”).

The Adviser and its affiliates also receive monitoring fees pursuant to management agreements with
portfolio companies of the Funds governing the advice, consultation, and other similar ongoing services
provided by the Adviser and its affiliates to such portfolio companies. The terms of a management
agreement may include (among other things) annual automatic renewals, the payment of monitoring fees
(which may be fixed fees or calculated as a percentage of EBITDA or similar performance metric), and the
acceleration of payment of the monitoring fees upon certain termination events, including the occurrence
of an initial public offering or strategic exit. The Adviser has not generally charged accelerated monitoring
fees in the past and expects accelerated monitoring fees in the future to be rare (e.g., in the case of a
consortium transaction in which a third-party coinvestor is charging such an accelerated monitoring fee).
...

Item 7.       Types of Clients

The Adviser currently provides investment advisory services to the Funds. Investment advice is provided
directly to the Funds (subject to the discretion and control of the applicable general partner, if applicable)
and not individually to investors in a Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities
Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” or “knowledgeable
employees,” each as defined in the 1940 Act (and rules promulgated thereunder), and include, among
others, university endowments, foundations, public and private pension funds, sovereign wealth funds,
insurance companies, and other financial institutions.

The Adviser generally requires minimum commitments of $10 million for investors in all Funds, but the
Adviser has in the past permitted and will again in the future, in its sole discretion, permit investments below
the minimum amounts set forth in the offering documents of such Fund.