Bleichroeder LP

Item 5: Fees and Compensation
Bleichroeder typically receives compensation from its Clients from the following sources: (a) fees
based on a percentage of assets under management; and (b) fees or allocations based on a
percentage of the performance of the Client accounts. Fees for Managed Account clients are
negotiable. Bleichroeder is entitled to enter into side letter agreements with some Investors in the
Funds varying the terms of their investment, including lower fee arrangements. Current and
prospective clients should carefully review all fees charged by Bleichroeder. Different fees are
charged to different Clients and Investors, and fees can be waived, rebated, or reduced for certain
Clients and Investors.

Management Fee:

In consideration for its services to the Funds, Bleichroeder is generally entitled to a management
fee measured as a percentage of average monthly value of each Investor’s capital account balance
during the particular quarter (the “Management Fee”). Bleichroeder, at its sole discretion can offer
to investors different classes of interest in the Funds with preferential terms. For more details
regarding the Management Fee and different classes of interests in the Funds, please refer to the
applicable Fund Governing Documents.

Generally, the Management Fee is calculated and paid each calendar quarter in arrears.
Bleichroeder or the General Partner, as applicable, can reduce or eliminate the Management Fee
with respect to any Investor in its sole discretion. Bleichroeder and its affiliates may not be charged
any Management Fees with respect to their interests in the Funds.

Performance based Compensation:

Subject to certain terms and limitations disclosed in the Governing Documents, Bleichroeder is
entitled to receive performance-based compensation (the “Incentive Allocation”) with respect to
the Funds in an amount equal to a percentage of the net capital appreciation attributable to each
Investor’s capital account in the Fund (after taking into account expenses of the Fund, including

any Management Fees). The Incentive Allocation is generally payable annually after year‐end or
at the time the Investor withdraws from the Fund if before year‐end. The Incentive Allocation will
be calculated on the basis of the aggregate balance in an Investor’s capital account, irrespective of
how many or when capital contributions are made to such capital account by such Investor.

An Incentive Allocation can also be subject to what is commonly known as a “high water mark.”
That is, if a capital account underperforms during a calendar year, the net underperformance will
be recorded and carried forward to future calendar years (such amount is referred to as the “Loss
Carryforward”), and Bleichroeder will not receive the Incentive Allocation with respect to such
capital account for future calendar years until the Loss Carryforward amount has been recovered
(i.e., when the Loss Carryforward amount has been exceeded by the cumulative net
outperformance in the calendar years following the Loss Carryforward), unless otherwise noted.
Once the Loss Carryforward has been recovered, the Incentive Allocation shall generally be based
on the excess net capital appreciation over the Loss Carryforward amount, rather than on all net
capital appreciation. The “high water mark” procedure prevents Bleichroeder from receiving the
Incentive Allocation for net capital appreciation that simply restores previous underperformance
and is intended to ensure that the Incentive Allocation is based on the long-term performance of
the Fund.

In some instances, Clients may pay Bleichroeder a performance-based compensation in the form
of a carried interest (“Carried Interest”). The Carried Interest is typically calculated based on a
share of capital gains on or capital appreciation of the assets of each Fund, as negotiated and
determined at the time such Fund is established and as set forth in its Governing Documents. The
Carried Interest is generally not paid until all investors have received aggregate distributions equal
to the sum of their capital contributions to the Fund and subject to a specified, annually
compounded preferred return, if any and a related general partner catch-up provision.

Managed Account Clients can also be subject to the Management Fee and performance-based
compensation similar to those described above. The level of compensation can vary by Client,
based on a Client’s investment objectives and limitations. Bleichroeder is generally entitled to
deduct fees directly from the Client accounts.

Except as provided herein or the constituent Governing Documents, Bleichroeder renders its
services to the Clients at its own expense and is responsible for its overhead expenses including:
office rent; utilities; furniture and fixtures; stationery; secretarial/internal administrative services;
salaries and bonuses; entertainment expenses; employee insurance and payroll taxes.

Other Expenses Charged to the Clients:

Expenses described below are general in nature and not intended to be exhaustive. For more
information regarding expenses associated with investing in a particular Fund investment or
strategy, please refer to applicable Fund Governing Documents. Managed Account expenses vary

by Client and are negotiated directly with each prospective client prior to commencement of
advisory services and over time.

As detailed in applicable Fund documentation, investors are generally subject to the following
expenses associated with their investments in a Fund, in addition to the Management Fee and
Incentive Allocation described above: the organizational and initial offering costs of the Fund,
including legal, accounting, printing, marketing and comparable expenses.

Each Investor bears a Fund’s pro rata share of operating expenses that include, but are not limited
to: legal, compliance, auditing, accounting and other professional expenses, administration
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Item 7: Types of Clients
As mentioned in Item 4, Bleichroeder provides investment advisory services to Managed Accounts
and Funds. Interests in the Funds is offered only to sophisticated and qualified investors, including
but not limited to: high-net-worth individuals, family offices and institutions.

The minimum investment in the Funds is generally $100,000, although Bleichroeder can elect to
accept a lesser amount in its sole discretion.

As of the date of this Brochure, Bleichroeder does not have a set minimum to open a Managed
Account.