Blue Road Management LP

Item 5 – Fees and Compensation

The following is a summary of the material fees, compensation and expenses of the Funds. The specific
terms applicable to a particular Fund or investor are set forth in the applicable Governing Documentation,
including any applicable side letter. Because certain fee, compensation and expense terms differ among the
Funds and among investors, prospective investors should carefully review the Governing Documentation
applicable to their specific investment. Blue Road has entered into side letters and similar arrangements
with certain investors that modify fee and other economic terms. These arrangements have been negotiated
based on factors such as investment size, strategic relationship and other relevant considerations.

Management Fees

The Capital Funds pay an annual management fee in exchange for the investment management services
provided by Blue Road. The applicable management fee is set forth in the Governing Documentation for
the relevant Capital Fund. Management fees are payable quarterly in advance to Blue Road or its designated

affiliate. A capital call notice is used to call for the payment of management fees, and management fees are
not deducted directly from capital accounts. The Capital Funds have used subscription line credit facilities
to bridge management fees that will be paid in a later period and may continue to do so to the extent
permitted by the applicable Governing Documentation. Because the Funds are governed by their Governing
Documentation and are not generally terminable by investors on demand, prepaid management fees
ordinarily are not refunded except as expressly provided in the applicable Governing Documentation.

During the commitment period, the Capital Funds’ annual management fee is up to 1.75% of aggregate
capital commitments, depending on the aggregate amount of commitments. Following the commitment
period, the Capital Funds’ annual management fee is up to 1.75%, depending on the aggregate amount of
commitments, of the cost of all unrealized investments held by the applicable Capital Fund (or, if written
down below cost, the value after taking account of such write-down) as of the date of payment. Management
fees have been offset by amounts equal to organizational expenses above specified amounts and placement
fees funded by the Capital Funds, in each case to the extent provided in the applicable Governing
Documentation. Management fees are also subject to offset by Other Fees, as described below.

Investors admitted to a Capital Fund after its initial closing are required, in accordance with the applicable
Governing Documentation, to contribute their share of prior investments and fund expenses and to pay an
additional amount equal to an interest equivalent at an annual rate of 8% on such amounts from the date of
each prior capital contribution to the date of the applicable subsequent closing or the date such payment is
made, whichever is later. That additional amount is distributed to the other partners pro rata in accordance
with their prior capital contributions, is not treated as a capital contribution and does not reduce the
investor’s unpaid commitment amount.

Investors in the Capital Funds that also invest in related Co-Investment Funds generally are not charged a
separate annual management fee with respect to those related Co-Investment Fund investments. Under the
applicable Governing Documentation of the Capital Funds, the General Partner, the Firm and their affiliates
may be permitted to receive management fees, carried interest and other compensation in connection with
co-investment vehicles in certain circumstances. Blue Road has not charged separate co-investment
management fees or carried interest to date. Blue Road generally charges administrative fees in connection
with Co-Investment Funds. To the extent required by the applicable Governing Documentation, such
compensation may be shared with the applicable Capital Fund or treated as Other Fees, as described below,
that reduce the management fee otherwise payable by the related Capital Fund.

Other Fees

Blue Road, its affiliates, and their respective officers or employees may receive topping, break-up,
monitoring, directors’, organizational, set-up, advisory, investment banking, underwriting, syndication and
other similar fees in connection with the purchase, monitoring or disposition of the Funds’ investments or
from unconsummated transactions (collectively, “Other Fees”). Any Other Fees received by Blue Road in
connection with Capital Funds’ portfolio companies or investments are generally 100% offset against
management fees otherwise payable to Blue Road, in accordance with the applicable Governing
Documentation.

Expenses

In general, the Funds bear the expenses related to their organization, operation and proposed or actual
investments, whether or not consummated, as provided in the applicable Governing Documentation.
Organizational expenses include out-of-pocket expenses incurred by the General Partners, Blue Road or
their affiliates in connection with the organization of the Funds, the General Partners, their affiliates and
Blue Road, including legal and accounting expenses. Placement fees are ultimately borne by Blue Road
rather than the Capital Funds through a management fee offset, as provided in the applicable Governing
Documentation. Organizational expenses are borne by the applicable Fund pro rata in accordance with their
respective capital commitments, up to the applicable expense cap.

Fund operating expenses include, among other things, expenses of counsel, consultants, advisers,
administrators, accountants, custodians, appraisers, record-keepers and other outside professionals; audit
fees; appraisal fees; banking and investment banking fees; fees and expenses relating to the preparation of
financial statements, tax returns and Schedule K-1s; travel and related expenses incurred in connection with
...

Item 7 – Types of Clients

Blue Road primarily provides investment advice to the Funds, as described above. Private funds advised
by Blue Road (including the Funds) may include partnerships or other pooled investment vehicles formed
under domestic or non-U.S. laws and operated as exempt investment pools under the Investment Company
Act of 1940, as amended. Investors participating in private funds advised by Blue Road may include
individuals, family offices, certain banks or thrift institutions, sovereign wealth funds, pension and/or profit-
sharing plans, trusts, estates, charitable organizations, Principals, "knowledgeable employees" (as defined
under Rule 3c-5(a)(4) of the Investment Company Act), Fund service providers, or other corporate entities
(which may include entities that are owned, directly or indirectly, by Principals or other Firm employees).

Investors in the Funds are generally required to make a minimum initial investment of $1 million as
described in their respective Governing Documentation. Such minimum investments, however, may be
waived or modified by the General Partners, in their sole discretion.

Investors in the Funds must meet certain eligibility requirements, which may vary by Fund. In addition to
being “accredited investors” under Regulation D of the Securities Act of 1933, as amended, and “qualified
clients” under the Investment Advisers Act of 1940, as amended, certain Funds may impose additional
eligibility criteria. These may include, but are not limited to, status as a “qualified purchaser” under the
Investment Company Act of 1940, as amended, specific regulatory or jurisdictional requirements, or other
investor suitability standards as determined by the General Partners. Additionally, participation in certain
Funds may be limited to investors who meet experience, sophistication, or other financial criteria designed

to align investor qualifications with the investment strategy of the Fund. The specific eligibility
requirements for each Fund are detailed in the applicable Governing Documentation.