Bregal Investments Inc

Item 5. Fees & Compensation

Amounts received by a fund client from or relating to investments (“Investment Proceeds”) are subject to
distribution according to the fund’s Governing Documents. Such distribution typically involves, among other
elements, the distribution of a priority profit share or management fee (the “Management Fee”) to the fund’s
general partner or related entity and the distribution of certain amounts (the “Carried Interest”) to a related
entity.

The Management Fee with respect to a limited partner unaffiliated with the Adviser and COFRA is typically
between 1.5% and 2% per annum of such limited partner’s capital commitment during the investment period
(typically the first five years of a fund’s operation), and thereafter (typically including term extensions) (the
“Stepdown Period”), 1.5% to 2% per annum (or other amounts as set forth in the fund’s Governing Documents),
calculated quarterly, of such limited partner’s proportion of the acquisition cost of each fund investment
(including, where applicable, the fund’s borrowing component (including interest expenses) and the amount of any
capitalized transaction fees or other expenses, including costs related to services provided by Strategic Advisers,
Growth Factors and other consultants) that has not been realized or completely written off for U.S. federal income
tax purposes. Installments of the Management Fee payable for any period other than a full quarterly period are
adjusted on a pro rata basis according to the actual number of days in such period. The Management Fee will
typically be reduced by certain fees received by the fund’s general partner, the Adviser or related parties, as
further described in the fund’s Governing Documents. The Management Fee is generally paid out of income and
gains of the fund and, to the extent necessary, from drawdowns which would reduce undrawn capital
commitments.

The typical distribution structure for Investment Proceeds provides for distribution of Carried Interest after
distributions for the Management Fee, the return of capital and costs and a certain preferred return for limited
partners (e.g., an annual internal rate of return of a certain percentage in relation to amounts drawn from a
limited partner and prior distributions). The Carried Interest with respect to a limited partner is typically up to 20%
of the aggregated distributions to such limited partner together with 20% of amounts remaining after all other
required distributions. However, such percentage may vary as specified in the fund’s Governing Documents. The
Carried Interest may be subject to certain escrow and clawback provisions, as set forth in the fund’s Governing
Documents.

Generally, the interest of each limited partner who is a member, professional or other employee of the relevant
general partner or the Adviser (an “Executive Investor”) is subject to the Carried Interest or to the payment of
Management Fee. Historically, in most instances, Executive Investors have been subject to a Management Fee
calculated as the real costs of the Adviser, allocated to each fund, in proportion to their commitment. The Adviser
is also permitted to choose to waive or agree to reduce any Carried Interest or Management Fee that would
otherwise be paid by a limited partner. Waived or reduced Management Fees are typically not subject to the
Management Fee offsets as described in this brochure, and the amount of such waived or reduced Management
Fees has the potential to be significant. Due to waived or reduced Management Fees by the Adviser and/or timing
of receipt of compensation subject to offsets, it is possible that Management Fee offsets will be delayed.

Family Investments are generally subject to a Management Fee and Carried Interest, although the historical rates
for the Management Fee and Carried Interest as applicable to Family Investments has varied. In some instances,
the Management Fee charged to Family Investments has taken the form of a cost-plus margin mechanism. Finally,
in some cases, certain vehicles through which Family Investments’ investments are managed by the Adviser do not
bear any fees.

The Management Fee is generally payable by the fund quarterly (or at such other interval as specified in the fund’s
Governing Documents) in advance with respect to each limited partner, with the general exception of any
Executive Investor, as discussed above. As further specified in the funds’ Governing Documents, distributions of
Carried Interest, if any, are generally only made once required distributions have been made to fund investors, and
thereafter are generally made when cash is available therefor at the same time that distributions are made to fund
investors.

A fund client’s general partner and the Adviser have discretion, subject to the terms of the fund’s Governing
Documents, to allocate expenses among themselves, portfolio companies, other fund clients and accounts they
manage, third parties, investors in fund clients in their individual capacities and the fund client. The allocation of
items allocable to more than one fund or account would generally be allocated based on the size of the account
(based on commitments or invested capital) or their respective investments or expected investments in the
position that generated the expense, as applicable.

Except for overhead expenses, such as remuneration, expenses paid to members or employees of the general
partner, rent and utilities, a fund client pays additional expenses as set forth in a fund’s Governing Documents. A
fund client typically pays its pro rata share of all expenses, direct or indirect, incurred in relation to the
administration and business of the fund clients and Parallel Entities (defined in Item 8), including, without
limitation, costs of printing and circulating reports and notices, including all governmental returns, reports and
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Item 7. Types of Clients

As discussed in more detail in Item 4, the Adviser’s clients are pooled investment vehicles making equity and debt
investments in issuers of varying sizes, pooled investment vehicles making fund-of-funds investments and vehicles
that are organized for the benefit of certain of its officers and employees to invest side-by-side with or through
other funds advised by the Adviser and which may make direct investments.

Investment minimums for funds advised by the Adviser, if any, are set forth in the relevant funds’ Governing
Documents. Any such minimums are permitted to be waived as set forth in the Governing Documents or otherwise
by the Adviser or its related entities.

This brochure may be provided to current or prospective investors in a fund client of the Adviser, together with
such fund client’s private placement memorandum (“PPM”), organizational documents and other related
documents (together with the PPM, the “Governing Documents”), prior to or in connection with such person’s
consideration or execution of an investment in such a fund client, and may subsequently be provided in the
Adviser’s discretion or, annually, at the request of an investor (“Investor”) in a fund client. Investors and other
recipients should be aware that while the brochure includes certain information about the fund clients, as
necessary or appropriate, it should not be considered to represent a complete discussion of the features, risks or
conflicts associated with any fund client. More complete information about each fund client is included in its
Governing Documents, which will be provided to current and eligible prospective investors only by the Adviser or
another authorized party.

In no event should this brochure be considered to be an offer of interests in any fund client or relied upon in
determining to invest. It is also not an offer of, or agreement to provide, advisory services directly to any
recipient. Rather, this brochure is designed solely to provide information about the Adviser for the purpose of
compliance with certain obligations under the Advisers Act and, as such, responds to relevant regulatory
requirements under the Advisers Act, which may differ from the information provided in the Governing
Documents. To the extent that there is any conflict between discussions herein and similar or related
discussions in the Governing Documents, the Governing Documents shall govern.