Black Bay Partners LLC

Item 5. Fees and Compensation

Below is a discussion of how the Adviser is typically compensated in connection with
providing advisory services to its Clients. B ecause t he Adviser may enter into different fee
arrangements on a Client-by-Client basis, please ensure you obtain and carefully read and study all
applicable offering documents for any Fund or Fund(s) for which the Adviser provides investment
advisory services. The information contained herein is a summary only and is qualified in its
entirety by each Client’s Fund Documents. Investors and prospective investors are advised that
they should consult with their own legal, financial, tax and other advisers when making any
investment decision.

The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as
defined below) or similar performance-based remuneration from the Funds. The Funds, and/or its
portfolio companies may also make other payments to the Adviser or its affiliates for services
provided to the portfolio companies which, in certain circumstances, may reduce the Management
Fees payable to the Adviser. Additionally, consistent with the Fund Documents of the Funds, the
Funds typically bear certain out-of-pocket expenses incurred by the Adviser in connection with
the services provided to the Funds and/or the portfolio companies. Further details about certain
common fees and expenses are set forth below.

Management Fee

The Funds will pay a management fee (deducted directly from the Funds’ account) to the
Manager semi-annually, partially in advance and partially in arrears (but never more than six
months in advance) starting on the date of the Initial Closing of the Funds. The management fee
will be assessed at the rate of 2.0% per annum of (i) total commitments of the Fund’s investors
(“Limited Partners") until the earlier of (A) the termination of the commitment period and (B)
the date that a successor Fund begins to charge a management fee, and thereafter (ii) actively
invested capital of the Limited Partners (“Management Fee”). For additional information, please
refer to the specific offering documents for each Fund(s) which may contain different
management fee provisions and payment structures than that described above.

Performance Allocation
The Adviser or its affiliates typically receive Carried Interests allocations from each of the
Fund(s) of up to 20% of distributable cash. Carried Interests allocations may be subject to
hurdles and/or claw-backs, depending on, among other things, the strategy of the relevant
Fund(s) and market returns. For additional information, please refer to the specific offering
documents for each Fund(s) which may contain different carried interest provisions and payment
structures than that described above.

Organizational Expenses

The Funds will typically bear all costs and expenses incurred in connection with the organization
of the Fund, including legal and accounting fees, printing costs, travel and out-of-pocket
expenses, and all costs and expenses incurred in connection with the offering of Interests. Such
expenses may be subject to certain limitations that are more fully explained in each Fund(s)’
applicable offering documents.

Partnership Expenses

Fund(s) will typically be responsible for all expenses relating to its own operations (“Partnership
Expenses”), including fees, costs and expenses directly related to the purchase and sale of
investments, principal, interest, fees, expenses and other amounts payable in respect of
financings, custody fees and costs of other third-party services, costs relating to data provider
services (including management systems and software), legal, accounting, engineering and other
professional costs, any insurance, indemnity or litigation expenses, all costs of the Funds’
administration, including preparation of its financial statements and reports to Limited Partners,
costs of meetings of Partners, expenses relating to regulatory compliance (excluding expenses
related to compliance with the Investment Advisers Act of 1940, as amended (“Advisers Act”)),
expenses relating to each Fund’s limited partner advisory committee, including out-of-pocket
expenses of its members, and any taxes, fees or other governmental charges levied against the
Funds. The LPAC does not have a fiduciary duty to the Funds, will generally be indemnified
and LPAC members are expected to act in their own best interest, which may not necessarily
reflect the interests of other investors. In addition, the Funds will be responsible for all out-of-
pocket costs and expenses in connection with prospective Investments that are not
consummated.

Affiliate Fees and Expenses

The Adviser or its affiliates reserve the right under certain circumstances to make their own
employees available to provide finance, accounting, tax, legal, compliance, human resource,
information technology, client services, paralegal, health, safety, corporate secretary, trade
settlement, asset management, valuation, insurance, client reporting and other support services
(“Adviser Support Services”) to the Fund or its portfolio companies that otherwise could be
performed by third parties or internal portfolio company personnel. The Adviser will seek
payment from a Fund or a portfolio company for such Adviser Support Services at rates that the
Adviser believes to be fair to the respective Fund, commercially reasonable and no less favorable
to the Fund than would be obtained through an arm’s length transaction.

A Fund and portfolio companies of such Fund can engage service providers that are affiliates
of, or otherwise have a relationship with, its General Partner, the Adviser or their respective
affiliates, to provide operational consulting and other specialized advisory services to such
companies that would otherwise have been performed by third parties or internal company
personnel (“Operational Services”). Any fees for such Operational Services (“Operational
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to Funds, which are pooled
investment vehicles. Investment advice is provided directly to the Funds (subject to the direction
and control of the general partner of each such Fund, if applicable) and not individually to investors
in such Fund.

The Adviser does not have a minimum size for the Funds, but minimum investment commitments
are typically $1.0 million for each investor in the Funds. The general partner of each Fund has in
the past and may in the future, in its sole discretion, permit investments below the minimum
amounts set forth in the Fund Documents of such Fund.