Bharcap Partners LLC

Item 5 – Fees and Compensation

The information provided herein summarizes the detailed information provided in
the Account offering and/or organizational documents. Current or prospective
investors in any Account launched by the Adviser should refer to the respective
offering documents and be aware of the risks associated with the investment as well
as the terms applicable to such investment.

Compensation and Fee Schedules

The Adviser receives an advisory fee from Fund I, which is generally equal to a percentage
of the invested capital and is paid monthly in advance.

With respect to the other Accounts, the Adviser receives either no management fee or a
management fee which is equal to a percentage of the committed capital, as set forth in the
Governing Documents of each vehicle. In addition, a related person of the Adviser, as
general partner to an Account and pursuant to an agreement with the Account, will typically
receive certain allocations and distributions calculated and charged based on a share of
capital gains on or capital appreciation of the assets of the Account, as set forth in its
Governing Documents. These allocations and distributions are commonly known as
“carried interest.” Investors in different Accounts may be subject to different management
fees and performance-based compensation arrangements, while under certain

circumstances other investors may not be subject to any management fees and/or
performance-based fees. In limited circumstances, the management fees and carried interest
payable to the Adviser by an Account may be waived or reduced with respect to certain
participants in such Account. Fees are typically waived or reduced with respect to
investments in Accounts by the Adviser or its related persons.

Please refer to the Governing Documents for complete information on the fees and
compensation payable with respect to each Account. All of the Adviser’s accounts are
“qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of
1940, as amended (the “Company Act”), and therefore the Adviser has not included
specific fee information in this Brochure.

It is expected that any future Accounts will have a similar compensation structure.

Investors and prospective investors should note that similar advisory services may (or may
not) be available from other investment advisers for similar or lower fees.

Deduction of Fees; Timing of Payments; Termination

The Adviser will be authorized under Governing Documents of the Private Funds to charge
and/or deduct management fees directly from the assets of each account. Payments of
management fees are generally made quarterly in advance or as agreed upon in accordance
with the terms of the Governing Documents. Please refer to the Governing Documents of
the Accounts for complete information on the timing of advisory fee payments.

To the extent management fees are assessed in advance, the amount of such fees to be
returned will be calculated based on the number of days remaining in the applicable period.

Other Fees and Expenses

The Adviser or its affiliate as general partner to the Private Funds will generally be
reimbursed certain expenses, including but not limited to organizational and startup,
including travel, the cost of using or chartering private aircraft or other private air travel at
a cost not to exceed the cost of first class commercial airfare, other air travel, car or ride
sharing services, other modes of transportation, meals, lodging and entertainment), other
meals and entertainment, printing, mailing, courier, legal, capital raising, accounting,
regulatory compliance (including expenses associated with the initial and/or preliminary
registrations, filings and compliance obligations and other offering requirements
contemplated by any non-U.S. regulatory regimes, including the European Union
Alternative Investment Fund Managers Directive (“AIFMD”)), engagement of a Swiss
representative and/or paying agent (appointed pursuant to the Swiss Collective Investment
Schemes Act (as amended), including any law, rule or regulation related to the
implementation thereof) and any depositary appointed by the General Partner or any of its
affiliates and any administrative or other filings incurred (including to the extent incurred
by any placement agents, finders or other third-parties performing similar services) in
connection with the structuring, formation, organization, negotiating, funding and start-up
of the partnership, the general partner, any parallel investment vehicle, any general partner
of parallel investment vehicle, any feeder vehicle, the ultimate general partner and any
affiliated management company, including the preparation of, and negotiations with respect

to, the private placement memorandum and supplements thereto, presentations, marketing
materials, the partnership agreement, subscription agreements, any side letters or similar
agreements, agreements with placement agents and any other similar agreements, and out-
of-pocket costs and expenses incurred by placement agents, finders or other persons
performing similar services in connection with the foregoing.

Where expenses are attributable to more than one Account, the Adviser will seek to allocate
such common expenses in a good faith, equitable manner. The facts surrounding each
reimbursable item are reviewed separately and where applicable, policies are developed for
calculating expense allocations that are based on comparative factors, including, but not
limited to, relative capital commitments, percentage ownership in a particular portfolio
company. The Adviser has a formal written policy governing the allocation of expenses
amongst Accounts when applicable.

The types of other fees and expenses incurred will vary among Accounts. Please refer to
the Governing Documents of each Account for more complete information.

The section titled “Brokerage Practices” (Item 12 below) describes the factors the Adviser
...

Types of Clients

BharCap generally provides discretionary and non-discretionary investment advice to
Private Funds and separately managed accounts. The Private Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws
and operated as exempt investment pools under the Investment Company Act of 1940, as

amended. The limited partners or investors in the Accounts generally include corporations,
financial institutions, governmental bodies or agencies, insurance companies, endowments,
foundations, trusts, estates, high net worth individuals, pension and profit-sharing plans
and from time to time include, directly or indirectly, principals or other employees of the
Adviser and its affiliates and members of their families, SAB members or other service
providers retained by the Adviser, as well as executives of portfolio companies.

In connection with the formation and management of a Private Fund, BharCap is permitted
to form certain related entities for such Private Funds. BharCap is permitted to establish
vehicles to address tax, legal or regulatory issues or requirements of certain investors in the
Private Funds or for other purposes. BharCap is also permitted to form “parallel” funds or
accounts to invest alongside a Private Funds or Account. In addition, BharCap reserves the
right to form “alternative investment vehicles” or special purpose vehicles (collectively,
“AIVs”) for the purpose of facilitating certain investments by one or more Private Funds.
Please refer to the Governing Documents of the applicable Private Fund for more complete
details on parallel funds and AIVs.

Minimum Investment Requirements

Interests in Private Funds will be offered in private placements under the U.S. Securities Act
of 1933, as amended (the “Securities Act”). As a result, BharCap generally offers limited
partner (or equivalent) interests in the Private Funds to a limited number of “accredited
investors” as defined in Regulation D under the Securities Act and, in most cases, exclusively
to “qualified purchasers” as defined in Section 2(a)(51) of the
U.S. Investment Company Act of 1940, as amended.

In general, the minimum investment commitment required of an investor to participate in
a Private Fund is $10 million; however, the general partner of each Fund has discretion to
increase or reduce the minimum investment commitment. Investors and prospective
investors should refer to the Governing Documents for more complete information on
minimum investment requirements for participation in such Private Funds.

Co-Investment

BharCap anticipates that co-investment opportunities will arise where an investment
exceeds the targeted hold for individual portfolio companies where one or more co-
investors can bring a strategic advantage to the investment. BharCap will have discretion
in allocation of co-investment opportunities, as described below.