BPGC Management LP

FEES AND COMPENSATION

Below is a discussion of how the Adviser is generally compensated in connection with
providing sub-advisory services to the Funds. In the future, BPGC intends to enter into
different fee arrangements on a client-by-client basis. Below the sub-advised Funds’ fee

structure is a discussion of how the Adviser is generally compensated in connection with
providing advisory services to the Funds.
                                 Sub-Advisory Services
Advisory Fees

This brochure will be delivered only to “qualified purchasers” as defined in the Investment
Company Act of 1940, as amended. Accordingly, no fee table is included in this brochure.

For its sub-advisory services to the Funds, BPGC and its Principals are paid an annual sub-
advisory fee paid quarterly in arrears. The advisory fee is not deducted from client
accounts.

Other Fees and Expenses

In connection with BPGC’s sub-advisory services, the Principals or the Firm may be
entitled to receive cash and noncash, underwriting, syndication and other similar fees in
connection with the monitoring or disposition of portfolio investments or from
unconsummated transactions including warrants, options, derivatives and other rights in
respect of securities owned by a Fund. We may also receive break-up, origination,
commitment, broken deal, topped bid, cancellation, monitoring, closing, financial
advisory, director or other transaction fees (collectively “Supplemental Fees”) in
connection with portfolio investments or proposed portfolio investments or commitments
made by a Fund which can be broken down generally into two categories: creditable fees
and non-creditable fees. In accordance with each Fund’s Governing Documents, a portion
of the creditable fees, net of applicable expenses, generally are offset against management
fees payable by the relevant Fund while non-creditable fees do not reduce management
fees.

Furthermore, separate from the advisory fee above, the Funds themselves bear certain other
fees and expenses, as permitted by the Governing Documents, which are incidental or
related to the management and operation of the Funds and are permitted under the
Governing Documents. These Fund fees and expenses include, but are not limited to: all
costs and expenses relating to their operations, activities, actual or potential investments
(whether or not consummated) and business that are not reimbursed by a portfolio company
or portfolio fund (which reimbursements may be for travel, including, in certain
circumstances, meal and entertainment expenses, and other expenses incurred in
connection with such Fund investment) or applied to reduce transaction fees (as defined by
the relevant Fund’s Governing Documents), including, but not limited to: (a) legal,
auditing, consulting, expert network, and accounting fees and expenses (including costs of
reports to the partners, financial statements, tax returns, tax estimates and Schedule K-1s
and any other Fund-related reporting, and all costs associated with the Funds’
administration or filing obligations (including (i) expenses incurred in connection with the
payment to a third-party administrator, if applicable, for the performance of services
including administrative and back-office services and (ii) expenses and costs associated
with any software or online data portal used in connection with the maintenance of the
Funds’ books and with such reporting)); (b) any taxes, fees or other governmental charges
levied against the Funds or on their income or assets in connection with their business or

operations and all expenses incurred in connection with any tax audit, investigation,
settlement or review of the Funds, in each case, except to the extent such amounts are (i)
allocable to, or subject to indemnification by, a partner and (ii) actually borne or paid by
such partner; (c) all expenses and costs incurred in connection with compliance with any
applicable regulatory regimes as may be required by applicable laws, rules and regulations,
including the Dodd-Frank Wall Street Reform and Consumer Protection Act, any
applicable Commodity Futures Trading Commission Rules, and any regulatory filings
required to be made in respect of the Funds or any Alternative Investment Vehicle or
Feeder Fund (including FATCA, Form PF and those relating to the Alternative Investment
Fund Managers Directive (the “AIFM Directive”), but excluding Form ADV); (d) custodial
fees, commissions, other fees and expenses arising from its operations; (e) expenses and
fees incurred in connection with the identification, investigation, structuring, acquisition,
holding, organizing, managing, operating, valuing, winding up, liquidating, dissolving and
disposition of the Funds’ proposed or actual portfolio investments, whether or not
consummated (including due diligence in connection therewith and refinancing thereof),
including, but not limited to, interest on money borrowed by or on behalf of the Fund, legal,
accounting, audit, consulting, travel, meals, entertainment, hedging, attendance at
conferences in connection with the evaluation of potential portfolio investments or specific
sectors or industries to the extent such conferences are in furtherance of the Funds’
business, and other expenses (to the extent not subject to reimbursement); (f) appraisal fees
and expenses, including, but not limited to, the cost of obtaining from an independent
appraisal firm a valuation of the portfolio investments held by the Funds as of the end of
each fiscal year and expenses incurred in connection with other third party valuations; (g)
any expenses and costs incurred in connection with a proposed portfolio investment that
would have been allocable to co-investors had such proposed transaction or investment
been consummated, if the amount allocable to such co-investors is not paid by such parties;
(h) commissions, brokerage fees, custody fees, legal fees and expenses or similar charges
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TYPES OF CLIENTS

The clients to whom BPGC provides investment advice include private investment funds.
Some of these funds are offered to investors on a private placement basis by the adviser
and sponsor of such fund, an entity which is itself a registered investment adviser with
SEC. Details concerning applicable suitability criteria for investors in each Fund are set
forth in each Fund’s Governing Documents. BPGC does not have a minimum account size.

Each investor in a Fund is required to meet certain suitability qualifications in order to
invest, such as being a “qualified purchaser” as defined in the Investment Company Act of
1940, as amended. In addition, there are prohibitions on withdrawals from a Fund and
restrictions on transfers of interests in a Fund. Because of these prohibitions and
restrictions, an investment in a Fund is a continuing commitment to invest the amount of
capital subscribed for by an investor, is an illiquid investment, and involves a high degree
of risk. A subscription for limited partner interests in a Fund should be considered only by
persons financially able to maintain their investment and who can accept a loss of all of
their investment.