BIP Capital LLC

ITEM 5        FEES AND COMPENSATION

The Adviser receives Management Fees, described below, and Carried Interest (please see Item 6) from
the Funds.

Additionally, consistent with each Fund’s Organizational Documents, the Funds bear certain out of-
pocket expenses incurred by the Adviser in connection with the services provided to the Funds and/or
their portfolio companies. Further details about such fees and expenses are set forth below.

Fund Investment Advisory Services

Management Fees. As compensation for investment advisory services, The Funds generally pay the
Adviser a Management Fee based upon the Fund’s committed capital, invested capital, or net asset
value, as applicable, in accordance with each Fund’s offering documents. Management fees paid by a
Fund are indirectly borne by investors in such Fund.

For the PIVs, the Management Fee is typically paid quarterly in advance and is deducted from working
capital of the applicable PIV. For SPEs, the Management Fee is typically paid semi-annually in advance
by either additional capital contributions from members of the SPE or deducted from expense reserves
created from the members’ initial capital contributions. For SPEs that hold debt securities, the Adviser
receives an Administrative Fee as compensation.

The BDC pays the Adviser a Management Fee quarterly in arrears, at an annual rate of: (i) 1.75% of the
Company’s average net assets if the Company’s total net asset balance is less than $500,000,000; and
(ii) 1.50% of the Company’s average net assets if the Company’s total net asset balance is equal to or
greater than $500,000,000. The average net asset balance will be the average of total net assets at the
end of the two most recently completed calendar quarters.

Miscellaneous Information about Fees and Compensation. In the event of a termination of a Fund’s
investment advisory agreement, fees will be prorated. Any paid but unearned fees will be promptly
refunded to such Fund, and any fees due to the Adviser from the Fund will be invoiced or deducted
from the Fund prior to termination.

The Adviser, in its sole discretion, may reduce or waive the Management Fee for any investor in a Fund,
except for the BDC. Certain investors in the Funds that are employees, business associates and other
“friends and family” of the Adviser or its personnel will not typically pay Management Fees and/or

Carried Interest in connection with their investment in a Fund. Notwithstanding, these investors will
pay for their pro-rata share of all other Fund expenses.

Other Expenses. The Funds are responsible for their operating expenses including, without limitation,
legal, accounting, tax, auditing and administrative fees, insurance, and investment transaction costs, as
outlined in their offering documents. The Funds are also responsible for organization costs incurred
by or on behalf of the Fund, in an amount not to exceed an amount specified in the Fund’s offering
documents.

The Adviser will pay for normal overhead and administrative expenses incurred by the Adviser in
connection with the management of the Funds. Generally, this covers compensation of all employees
of the Adviser, travel and entertainment, occupancy, and regulatory compliance expenses.

Allocation of Expenses
Certain expenses will be incurred that are attributable to one or more Funds. The allocation of such
expenses among the Funds raises potential conflicts of interest. The Adviser intends to allocate any
such common expenses in accordance with the applicable Organizational Documents of the Funds.

To the extent not addressed in the Organizational Documents, the Adviser intends to allocate any such
common expenses among the Funds in a fair and equitable manner as determined by the Adviser in
good faith, taking into account such factors that it determines to be relevant for the particular expense.
The relative percentage of these expenses that are borne by various stakeholders is expected to depend
upon the level at which such expenses are charged or incurred. If multiple Funds evaluate a potential
investment that is not consummated, the Adviser will generally allocate broken-deal costs pro-rata
based on their expected participation in such investment opportunity.

The Adviser has in the past caused, and expects to continue to cause, the Funds to purchase or bear
premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for
insurance to insure the applicable Funds, their applicable General Partners, the Adviser itself and their
respective directors, officers, employees, agents, representatives, members of the Funds’ limited
partner advisory committees, and other indemnified parties, against liability in connection with the
activities of such funds. The Adviser will make judgments about the allocation of premiums, fees, costs
and expenses for such “umbrella” or other insurance policies among the various Funds and the Adviser
itself, on a fair and reasonable basis. A copy of the Adviser’s expense allocation policy is available upon
request.

Sales Compensation
The Adviser and its supervised persons do not receive any compensation for the sale of securities or
other investment products.

Additional Information
Additional information related to the foregoing fee discussion is set forth below under “Performance-
Based Fees and Side-By-Side Management” and “Brokerage Practices”.

Investors should refer to the relevant confidential private offering memorandum and other Fund
offering documents for a complete understanding of Management Fees, Carried Interest, and expenses.
The information contained herein is a summary only, qualified in its entirety by such documents, and
does not preclude materially different fee and expense terms for future Funds sponsored or managed
by the Adviser and its affiliates.

ITEM 7        TYPES OF CLIENTS

The Adviser currently provides discretionary investment advisory services exclusively to the Funds
(i.e., as opposed to individual investors of the Funds), subject, with respect to the PIVs, to the direction
and control of the applicable Fund Manager.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act, except for the BDC. The BDC offers securities exempt from the
Securities Act, however the BDC is registered under the 1940 Act. The investors in each Fund may

include high net worth individuals, banks, thrift institutions, pension and profit-sharing plans, funds
of funds, trusts, estates, charitable organizations and other business entities.

The minimum investment requirement for the PIVs is typically $250,000 and range from $25,000 to
$100,000 for the SPEs. The minimum investment requirement for the BDC is $10,000. However, the
Fund Manager of each Fund, in its sole discretion, may permit investments that are less than the
required minimum investment commitment set forth in the applicable Fund’s offering documents.