Brighton Park Capital Management LP

ITEM 5. FEES AND COMPENSATION

        In general, Brighton Park receives management fees and carried interest in connection with
advisory services. BPCM or other Brighton Park entities or affiliates expect to receive additional
compensation in connection with management and other services performed for portfolio
companies of Funds and such additional compensation will offset in whole or in part the
management fees otherwise payable to Brighton Park in accordance with the relevant Governing
Documents. In addition, in certain circumstances Brighton Park may receive compensation for
management and other services performed in respect of Funds formed in connection with co-
investments made in portfolio companies of other Funds; however, such co-investment Funds
often are not subject to carried interest or Management Fees. Investors in a Fund also bear certain
expenses including those discussed below.

Management Fees

        As more fully described in the applicable Governing Documents of each Fund, the Funds
generally have a fee structure similar to the fee terms described below. Each Fund pays BPCM (or
an affiliate thereof) an annual management fee (the “Management Fee”), payable quarterly in
advance. The Management Fees are paid out of current income and investment proceeds of the
Funds and/or, in the General Partners’ discretion, from drawdowns that will reduce unfunded
Commitments. Investors participating in a closing after the initial closing date will be assessed
Management Fees retroactive to the initial closing date, as well as an amount of interest thereon,

calculated from the date such Management Fee payments would have been due if such investor
were admitted for its full Commitment on the initial closing date.

        During the investment period of each Fund (as defined in the applicable Fund’s Partnership
Agreement), the Management Fee typically equals 2% of aggregate investor capital commitments
(“Commitments”) in the Fund. Commencing with the first Management Fee due date after the
expiration of the investment period, or earlier upon the occurrence of certain events as set forth in
the Partnership Agreements, the Management Fee is reduced to 2% of the aggregate contributions
made in respect of investments that have not been realized (as that term is defined in the applicable
Fund’s Partnership Agreement). The Management Fee will be payable until the final distribution
of the Partnership’s assets pursuant to the Partnership Agreements.

        Installments of the Management Fee payable for any period other than a full three-month
period (including the first Management Fee payment) will be adjusted on a pro rata basis according
to the actual number of days in such period. Where the Governing Documents calculate
Management Fees based on the amount of Commitments or the amount of contributions, the
amount of Management Fees generally will not be reduced based on reductions in investment
value, except where specified by the relevant Governing Documents. As a general matter,
Management Fees will be payable during term extensions unless otherwise agreed with investors.

        The Management Fee will be reduced by an amount equal to 100% of transaction fees
attributable to investors not designated as “affiliated partners” by a relevant General Partner.
“Transaction fees” include: (i) directors’ fees, financial consulting fees or advisory fees paid to a
General Partner with respect to any investment of a Fund; (ii) transaction fees paid to a General
Partner with respect to any investment of a Fund; and (iii) break-up fees with respect to transactions
not completed by a Fund that are paid to a General Partner, in each case net of certain expenses as
set forth in the applicable Partnership Agreement; but not including, in any event and subject to
the Governing Documents, any amount received by a General Partner, any senior advisor group
established by a General Partner (the “Senior Advisor Group”) or a member thereof or other person
from a portfolio company (a) as reimbursement for expenses directly related to such portfolio
company; (b) as payment for services provided to such portfolio company in the ordinary course
of such portfolio company’s business; (c) as compensation for services provided by the relevant
General Partner or other person as an employee of or in a similar capacity for such portfolio
company; or (d) as compensation (including fees, incentive equity or other stock awards) for
services rendered by the Senior Advisor Group (or a member thereof) to a portfolio company or
prospective portfolio company. Various costs and expenses will reduce transaction fees (and
therefore such amounts will not reduce the Management Fee), including out-of-pocket costs and
expenses (including travel expenses) incurred by a General Partner in connection with any
consummated or unconsummated transaction or in connection with generating any such transaction
fees. Any transaction fees with respect to an investment or potential investment (including a
transaction not consummated) will be allocated to a Fund (and offset against the Management Fee
as described above) only to the extent of the Fund’s relative ownership (or anticipated ownership)
of such investment or potential investment on a fully diluted basis. Accordingly, a Fund will, in
most cases, only benefit from the Management Fee reduction described above with respect to its
allocable portion of any such transaction fee and not the portion allocable to any other person that
holds an economic interest in (or, in the case of a transaction not consummated, would have held
an economic interest in) the applicable investment.

        As a matter of practice, BPCM is typically paid fees of the type referred to in the preceding
paragraph from, on behalf of or with respect to co-investors in an investment, as well as other fees
relating to the structuring and administration of co-investment arrangements. The receipt of such
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ITEM 7. TYPES OF CLIENTS

        Brighton Park provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Brighton Park’s related duties to and practices on
behalf of its clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds generally include individuals, banks or thrift institutions,
other investment entities, university endowments, sovereign wealth funds, family offices, pension
and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and from time to time include, directly or indirectly, principals or other employees of
Brighton Park and members of their families, Senior Advisors or other service providers retained
by Brighton Park, as well as executives of portfolio companies.

       The relevant General Partner also is generally permitted from time to time to establish
Funds that are alternative investment vehicles in order to permit certain investors to participate in
one or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the
assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the related Fund.

        Brighton Park currently offers Fund interests solely to qualified purchasers (or
“knowledgeable employees” of Brighton Park). As set forth in detail in the applicable Governing
Documents, each Fund has a specified minimum investment for third-party investors, and Brighton
Park is generally permitted to waive such minimum investment amount.