BIP Capital Management Services LLC

ITEM 5        FEES AND COMPENSATION

Investment Advisory Services
The Funds that hold equity securities generally pay the Adviser an annualized management fee of 2%
of Capital Commitments during the Investment Period and 2% of Invested Capital thereafter, as set
forth below, and as further described in each Fund’s offering documents (the “Management Fee”).
Capital Commitment for each Fund is generally defined as the amount of cash that an investor in the
Fund has agreed to contribute to the Fund. Invested Capital is generally defined as Capital
Contributions that have been used to fund Investments, net of any investments that have been entirely
disposed of or completely written off. For the PIVs, the Management Fee is typically paid quarterly in
advance and is deducted from 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 previously received an origination fee as well as a portion of the ongoing
interest income (typically defined as an “Administrative Fee”) as compensation. The Adviser paid for
the organizational expenses of the debt SPEs from the origination fee that it received, whereas the
organizational expense of PIVs and equity SPEs are expenses of the particular Fund or equity SPE.

Other Expenses
The PIVs and equity SPEs are responsible for their operating expenses including, without limitation,
legal, accounting, tax, auditing and administrative fees, as outlined in their offering documents. Debt
SPEs are responsible only for the Administrative Fee and the Adviser pays the operating expenses out
of the Administrative Fee it receives.

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
this 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.

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

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

ITEM 7        TYPES OF CLIENTS

The Adviser currently provides investment advisory services exclusively to the Funds (as opposed to
individual investors), subject to the direction and control of the Fund Manager of each Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and 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. 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.