BP Asset Management Inc

Item 5: Fees and Compensation

All fees, expenses, and compensation are fully described in the Offering Documents. This
includes:

A Knowledgeable Employee under Rule 3c-5 of the Investment Company Act is a natural person associated with a
private fund or its affiliated manager who is considered sufficiently involved in, and informed about, the fund’s
investment activities that they may invest in the fund without having to qualify as a qualified purchaser in a 3(c)(7)
fund. This includes (i) senior personnel such as executive officers, directors, trustees, general partners, advisory board
members, or others performing similar policy-making functions for the fund or its affiliated management entity, and
(ii) non-clerical employees who, as part of their regular duties, participate in the fund’s investment activities (or those
of similar affiliated funds or accounts), typically with at least one year of relevant investment-related experience.

BPBI-Audax Senior Secured Debt Segregated Portfolio

      Management Fee

      The Fund shall pay the Investment Manager an annual management fee, accrued quarterly
      in advance, of .75% (0.1875% per quarter) of the total assets invested by the Fund in the
      Underlying Fund. The total assets invested by the Fund on any given quarter shall be the
      sum of all amounts held by the Fund in Capital Accounts reported by the Underlying Fund
      at the end of the preceding calendar quarter, plus the total amount of new subscriptions
      made by the Fund into the Underlying Fund in the current quarter, with pro-rata
      adjustments for partial periods. BPAM may reduce, waive, or alter this fee for related
      parties.

      To the extent that an affiliate of the Underlying Fund Adviser manages the collateral
      portfolio of any Financing Vehicle (a Collateral Manager), the Collateral Manager may
      receive a fee.

      Pro-rated Fees for Partial Periods

      Management fees are generally pro-rated for partial periods (i.e., less than one month).
      BPAM, the Directors, or their affiliates may reduce, waive, or calculate the management
      fee differently for certain Fund investors, including, but not limited to, BPAM employees
      and affiliates.

      Defaults on Capital Contributions

      If any Investor in the Fund defaults on making any Capital Contribution due on any
      Drawdown Day (a Defaulting Shareholder), a default penalty of 5% over the unpaid Capital
      Contribution will be due on any Capital Contribution paid after the relevant Drawdown
      Day, which shall be payable by the Defaulting Shareholder to BPAM to cover additional
      costs incurred in connection with the default.

BPBI-Neuberger Berman Private Equity Segregated Portfolio

      Management Fee

       The Fund shall pay to the Investment Manager and the Underlying Fund Adviser,
       directly or through the Underlying Fund, as applicable, a management fee
       (the “Management Fee”) in respect of the Portfolio, payable quarterly in advance and
       calculated as of the first day of each relevant quarterly period at an annual rate of two
       percent (2.00%), as follows:

                i.for each quarterly period commencing on the Management Fee Start Date
                  (being the First Closing Day) and ending on the first anniversary thereof, the
                  Management Fee shall be calculated on one-third (1/3) of the investor’s
                  (“Participating Shareholder”) Committed Capital;

                    ii.for each quarterly period commencing on the first anniversary of the
                       Management Fee Start Date and ending on the second anniversary thereof,
                       the Management Fee shall be calculated on two-thirds (2/3) of the
                       Participating Shareholder’s Committed Capital;

                    iii.for each quarterly period commencing on the second anniversary of the
                        Management Fee Start Date and ending on the third anniversary thereof, the
                        Management Fee shall be calculated on the full amount of the Participating
                        Shareholder’s Committed Capital; and

                   iv.for each quarterly period commencing on or after the third anniversary of
                      the Management Fee Start Date, the Management Fee shall be calculated on
                      the Participating Shareholder’s Contributed Cost2.

         The Management Fee for each quarterly period shall be charged and payable promptly
         after the books are closed for the previous quarterly period.

         Structuring Fee

         BPAM may receive a one-off structuring fee of up to two percent (2.00%) of the
         Committed Capital on the First or Additional Closing Day, depending on the investor’s
         first Capital Contribution.

         Pro-rated Fees for Partial Periods

         The Management Fee payable with respect to any partial quarterly period (including the
         first Management Fee payment) will be prorated for partial periods (i.e., less than one
         month) and based upon the actual number of days in that quarterly period.
         BPAM Directors, or their affiliates, may reduce, waive, or calculate the management fee
         differently for certain Fund investors, including, but not limited to, BPAM employees and
         affiliates.

         Defaults on Capital Contributions

         If any Investor in the Funds defaults on making any Capital Contribution due on any
         Drawdown Day (a Defaulting Shareholder), a default penalty of 5% over the unpaid Capital
         Contribution will be due on any Capital Contribution paid after the relevant Drawdown

  “Contributed Cost” means, with respect to each Participating Shareholder as of any date of determination, an
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Item 7: Types of Clients

BPAM provides its private fund portfolio management services exclusively to the Funds.

Investors in the Offshore Fund must meet minimum suitability requirements and be either:

    1. a non-U.S. Person, as defined in Reg S, or
    2. a Permitted U.S. Person that is either a “Qualified Purchaser,” or a “Knowledgeable
       Employee,” as defined under Rule 3c-5 of the Investment Company Act.

Prospective investors are required to provide financial information and make representations
regarding their eligibility to meet these requirements.