Breakthrough Services LLC

Item 5: Fees and Compensation
Investors should consult the Funds Governing Documents for more details regarding the calculation
of fees and expenses.

Management Fees

Each Fund pays the Adviser or its affiliates an annual management fee (“Management Fee”) in
accordance with the Funds Governing Documents for that particular Fund. The Management Fees
vary from Fund to Fund but are generally no higher than 1.50% of a Limited Partners’ capital
commitment or 0.50% of the gross asset value of the Fund. Investors should refer to the Funds
Governing Documents for each Fund for a complete understanding of how fees are paid to the
Advisor and/or its affiliates.
Generally, during the commitment period, a Growth Portfolio’s Management Fee is based on the
capital commitments of the Limited Partners. Thereafter, a Growth Portfolio’s Management Fee
generally steps-down to be based on the invested capital or net asset value of such Growth Portfolio.
Specifically, with respect to Growth Portfolio I, and in accordance with Growth Portfolio I’s
governing documents, following the investment period, a Limited Partner’s portion of the
Management Fee is calculated based on the portion of its capital commitment invested in and
allocated to portfolio investments held by Growth Portfolio I. For the avoidance of doubt, amounts
that are “allocated” to a portfolio investment include any capital that is planned to be used to develop
the relevant investment, including expenses that are part of a portfolio investment’s budget and any
asset-level fees (or similar fees) that may be paid to the Adviser or an affiliate thereof or a third
party. Amounts that are “allocated” to the relevant portfolio investment include amounts in addition
to the capital commitment amount invested in the portfolio investment, at the relevant time, given
some of these budgeted amounts may not be invested until later on in the life of the relevant
property. As a result, during the post-investment period, the Management Fee base for Growth

Form ADV Part 2 Brochure | Breakthrough Services, L.L.C.

Portfolio I is expected to be higher than the amount of capital invested directly in the portfolio
investment at a point in time.
While the respective General Partner generally intends to maximize returns on portfolio investments
for the Funds, it may nonetheless be incentivized to further develop and allocate additional capital
to investments in light of the above described constructs. Additionally, because the Management
Fee charged in respect of the Income Portfolio will generally be based on the gross asset value of a
Limited Partner’s interest therein, Breakthrough Properties and its affiliates are incentivized to
cause the Income Portfolio to make investments sooner, rather than later, and that are larger in size,
in order to collect Management Fees earlier in time, for a longer period of time and in larger
amounts.

The Management Fee shall be paid in accordance with the governing documents of the Fund or
vehicle’s governing documents. Any calculation in respect of a less than full period shall be adjusted
on a pro rata basis according to the actual number of days during such period.

Certain Limited Partners in the Funds may be charged Management Fees at lower rates than other
Limited Partners in the Funds or may be exempted from bearing their pro rata share of certain fees
and expenses that the Funds is required to pay or reimburse to the Adviser or its affiliates. Such
special arrangements are generally provided for in side letter agreements between such Limited
Partners and the General Partner, or in the Funds Governing Documents.

Performance Based Compensation

As described in further detail in the Funds Governing Documents, the General Partner will receive
performance-based compensation in the form of incentive allocations (the “Incentive Allocations”).
For example, the Incentive Allocations for Growth Portfolio I and Growth Portfolio II will be equal
to 20%, with an annual “preferred return” threshold of 8%.

Organizational and Operating Expenses

The Funds will bear legal, operating, organizational, and offering expenses.

The Funds will be responsible for costs, expenses and liabilities that are incurred by or arise out of
the operation and activities of the Funds, as determined by the General Partner in its sole discretion,
including: (a) the Management Fee; (b) Property Level Fees and related expenses; (c) Scientific
Advisory Board Fees and related expenses; (d) fees and expenses relating to consummated portfolio
investments, unconsummated investments and temporary investments, including the evaluation,
acquisition, holding, development, redevelopment, construction, management, operation and
disposition thereof and the sourcing of co-investment capital in connection therewith, to the extent
that such fees and expenses are not reimbursed by a third person; (e) interest on and fees and
expenses related to or arising from any indebtedness or hedging activities of the Funds; (f) premiums
for insurance protecting the Funds and any covered person from liabilities to third persons in
connection with the investment and other activities of the Funds; (g) legal, custodial, administration,
auditing, accounting, regulatory, tax, and compliance expenses, including expenses associated with
(i) the preparation of the financial statements, tax returns and Schedule K-1s of the Funds and the

Form ADV Part 2 Brochure | Breakthrough Services, L.L.C.

representation of the Funds or the Partners by the partnership representative, (ii) compliance with
the AIFM Directive and (iii) Form PF, U.S. Treasury forms and FATCA compliance, in each case
as relates specifically to the Funds or any property of the Funds, but excluding, for the avoidance
of doubt, costs of Breakthrough’s general compliance with the Advisers Act, such as those relating
to the preparation and updating of the Form ADV; (h) banking and consulting expenses; (i) appraisal
...

Item 7: Types of Clients
The Adviser’s clients are the Funds. Currently all Clients are Funds, structured as limited
partnerships formed in Delaware and operate pursuant to one or more exemptions from registration
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The
Funds may include special purpose vehicles and/or parallel structures established for tax, regulatory,
or other considerations.

The Limited Partners in the Funds are institutional investors, high net worth individuals, and
“knowledgeable employees” (as defined in the Investment Company Act) of the Adviser and its
affiliates. Institutional investors in the Funds may include, but are not limited to, sovereign wealth
funds, public and private, foreign and domestic pension plans, governmental pension plans,
insurance companies, corporations, state and municipal government agencies and foreign

Form ADV Part 2 Brochure | Breakthrough Services, L.L.C.

governments, banks and other financial institutions, funds of funds, charitable organizations,
foundations, and endowments.

All Limited Partners are subject to applicable suitability requirements. Typically, a $25 million
minimum commitment is required to invest in the Funds, but the minimum may be waived at the
discretion of the Adviser on a case-by-case basis.

The respective General Partner may enter into side letters or other agreements with individual
Limited Partners that have the effect of establishing rights under, or altering or supplementing, the
terms of the applicable Partnership Agreement. Any rights established, or any terms of the
applicable Partnership Agreement altered or supplemented in a side letter with a Limited Partner
will govern with respect to such Limited Partner. Such side letters may grant preferential rights and
economic terms with respect to the Funds to certain Limited Partners in the Funds relative to those
of other Limited Partners. The opportunity to enter into side letter agreements with the respective
General Partner is not available to all Limited Partners and is generally subject to the respective
General Partner’s sole discretion.

Generally, no Limited Partner may withdraw its interests in Growth Portfolio I or Growth Portfolio
II, provided that, subject to certain conditions, Limited Partners may transfer their interests therein.
Further information regarding transfer and liquidity rights are described in the Funds Governing
Documents.