Brightstar Capital Partners LP

Item 5 – Fees and Compensation

Brightstar or an affiliate thereof receives management fees and its affiliated General Partners are
allocated carried interest as compensation for providing investment advisory services to the Funds.
The following is a general description of fees, compensation and expenses of the Funds. Investors
should refer to the Governing Documents of the applicable Fund for a complete understanding of
how Brightstar is compensated for its advisory services. The information contained herein is a
summary only and is qualified in its entirety by such documents. Each Fund’s Governing Documents
describe fees, compensation and expenses in greater detail.

Management Fees

Brightstar charges each Fund a management fee (the “Management Fee” or, for certain funds, what
is instead referred to as an “Administrative Fee”), generally 2% per annum, although some Funds
charge a lower Management Fee or no Management Fee (such as, for example, in the case of certain
co-invest funds). The Management Fee charged to each Fund is specified in the Governing
Documents of each Fund. All Management Fees were negotiated with the Fund’s investors during the
fundraising period of the applicable Fund and are not subject to negotiation after. Generally,
Management Fees are initially calculated based upon each investor’s committed capital for the period
of time during which each Fund is making investments until a date specified in the Governing
Documents (the “Stepdown Date”); thereafter, the Management Fee will be equal to a percentage of
each investor’s invested capital (including, where applicable, a Fund borrowing component (including
interest expenses) and the amount of any capitalized transaction fees or expenses, including costs of
Senior Advisors and Operations Group (each as defined below)) with respect to investments that have
not been disposed of or determined to be “worthless” as provided under The Internal Revenue Code
of 1986, as amended, and have a fair value of zero (“Impaired Value Investments”). Due to differences
in the criteria set forth in their respective Governing Documents, in the event where more than one
Fund participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more
other Funds. In certain Funds, such as certain co-investment vehicles, the Management Fee is
calculated upon each investor’s invested capital. For more specific information on the Management
Fees for each Fund, please refer to the relevant Fund’s Governing Documents.

As a result, the amount of Management Fees generally will not correspond with fluctuations in a
Fund’s net asset value, including following the Stepdown Date, and will not be reduced in connection
with any write downs (whether temporary or permanent), except in the case of an Impaired Value
Investment. Except where the Governing Documents expressly provide to the contrary, Management
Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions
(e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions or in circumstances where one or more
other Funds divest their respective investment(s) in the relevant portfolio company, whether in whole
or in part, in each case in circumstances that do not result in the complete disposition of the relevant
Fund’s investment therein, and even in cases where the value of the Fund’s investment or the Fund’s
ownership percentage in such investment has been reduced (including substantially reduced) as a result
of such transaction.
In many circumstances, the fair value component of such post-Stepdown Date Management Fees will
include capitalized transaction-specific fees and expenses of unrealized investments, including certain
fees and expenses paid to Service Providers (as defined below), Senior Advisors, Operations Group,
Brightstar or its affiliates. Further, Management Fees generally will not be reimbursed or refunded

under the Governing Documents in the event of realizations, dispositions or partial write-downs that
occur partway through the relevant calculation period.

The Governing Documents set forth the terms under which Management Fees will be reduced, offset
or otherwise be limited, and consequently investors should expect to bear the full specified
Management Fee rate in the Governing Documents until they are reduced in the circumstances and
on the date(s) specified therein.

Brightstar may, in its sole discretion, waive all or a portion of the Management Fee. Management Fees
differ from one Fund to another, as well as among investors in the same Fund. For example,
Management Fees are generally waived for Brightstar employees, affiliates and their families investing
in a Fund. Similarly, investors in a co-investment Fund may pay a reduced Management Fee or no
Management Fee.

The Management Fee is accrued and payable quarterly in advance, is payable without regard to the
overall success or income earned by a Fund and is deducted from the applicable Fund’s account.
Installments of the Management Fee payable for any period other than a full calendar quarter are
adjusted on a pro rata basis according to the actual number of days in such period, and in the case of
the last period in which the Management Fee is paid. Management Fees and other fees are paid either
through a capital call notice to investors, as a Fund expense or are deducted from distributions to
investors.

The Funds typically invest on a long-term basis. Accordingly, Management Fees are expected to be
paid, except as otherwise described in the relevant Governing Documents, over the term of the Funds’
lives and investors generally are not permitted to withdraw or redeem interests in the Funds.

Carried Interest
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Item 7 – Types of Clients

Brightstar provides investment advice to the Funds. The Funds limit their investors to persons who
are both “accredited investors” as defined in the Securities Act and “qualified purchasers” or
“knowledgeable employees” as defined in the Investment Company Act of 1940, as amended (the
“Investment Company Act”). Investors in the Funds must meet certain qualifications as determined
by Brightstar prior to making an investment in the Funds. The Funds are not registered or required
to be registered under the Investment Company Act; the Funds’ securities are not registered or
required to be registered under the Securities Act and are privately placed to qualified investors in the
United States and elsewhere.

The investors participating in the Funds include individuals, other investment entities, university
endowments, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities and may include, directly or indirectly,
principals or other employees of Brightstar and its affiliates and members of their families, or other
Service Providers retained by Brightstar.

The Funds typically require capital commitments from each investor of at least $10 million, depending
on the Fund, although commitments of less than $10 million have been accepted in the discretion of
the applicable Fund’s General Partner.

Brightstar also serves as the investment manager for co-investment vehicles that invest in certain Fund
portfolio companies. Opportunities to invest in a portfolio company are made available (after
satisfying obligations to the Funds) to Fund investors, Service Providers and third parties as
determined by the Firm in its sole discretion. Such determinations are based on the provisions of the
applicable Governing Documents and such other factors as Brightstar may consider in its sole
discretion, including those that may be specified in its policies on investment allocation and co-
investments.

Some co-investors may be provided the opportunity to sit, or have a representative sit, on the board
of directors or board of advisers of a Brightstar portfolio company. Positions on boards of directors
or advisers of such portfolio companies may provide such persons with voting rights, access to
information and potentially the ability to influence the operations and decision-making of the portfolio
company that are not necessarily available to other investors. Any board fees received by such co-
investors, if any, are paid by the relevant portfolio company and are not subject to the offset against
Management Fees.