BSP NY LLC

Item 5. Fees and Compensation

BSP NY or its affiliates generally receive a management fee or a sub-advisory fee (collectively
“Advisory Fees”) and, in certain cases, an Incentive Allocation (as defined below) or similar
performance-based remuneration from each Client. A Client and/or its portfolio companies may
also make other payments to the Adviser or its affiliates for services provided to the portfolio
companies which, in certain circumstances, may reduce the Advisory Fees payable to the Adviser.
Additionally, consistent with the organizational documents of a private fund Client, such Client
typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the
services provided to such Client and/or the portfolio companies. Further details about certain
common fees and expenses are set forth below. Generally, BSP NY’s fees are dependent on the
strategy that the account follows. Investors in BSP NY’s private fund Clients should refer to the
applicable fund Client’s offering materials for a complete description of BSP NY’s fees.
Advisory Fees
In respect of each private fund Client, the Adviser is typically paid a quarterly or monthly Advisory
Fee, which is paid either in advance or in arrears, in accordance with each such Client’s
organizational documents or the applicable advisory or sub-advisory agreement, by such Client.
Advisory Fees paid by a private fund Client may also be reduced by other fees or compensation
received by the Adviser or its affiliates that relate to such Client’s activities and investments, or
by certain organization or other expenses borne by such Client, as described in more detail below.
Consistent with the organizational documents, advisory agreements, and/or sub-advisory
agreements for each of the private fund Clients, Advisory Fees are either deducted from capital
accounts or billed and, in either case, are generally indirectly borne by investors in such private
fund Clients, including any Feeder Funds that invest in such private fund Clients. BSP NY does
not receive a separate Advisory Fee directly from such Feeder Fund if the fee is borne directly by
the corresponding private fund Client. Advisory agreements with the private fund Clients are
generally terminable by the private fund Clients, subject, in some cases, to an applicable notice
period or the occurrence of certain conditions or events. Sub-advisory agreements with the private
fund Clients are generally terminable by the primary investment adviser, the Adviser and/or the
private fund Client. Upon termination of a relevant advisory or sub-advisory agreement, Advisory
Fees that have been prepaid are returned on a prorated basis. The precise amount of, and the
manner and calculation of, the Advisory Fees for each private fund Client, if any, is disclosed in
the organizational and offering documents of such private fund Client at the time each investor
invests in the private fund Client, or in the relevant advisory or sub-advisory agreements. Fees are
not generally negotiable, though they may be waived or deferred at the discretion of the private
fund Client in accordance with such Client’s offering materials. Such Advisory Fees are subject
to waiver or reduction by the Adviser for certain investors within a private fund Client. For
example, the Adviser, its affiliates, certain of its principals and employees, and their family
members and related vehicles may invest in certain of the private fund Clients, and Advisory Fees
assessed on such investments are typically substantially reduced or waived entirely. Certain large
or strategic investors may also be eligible for a reduction or waiver of their fees. Such waivers
and deferrals will cause some Clients or groups of Clients to pay fees that are different from the
basic fee schedules disclosed in fund offering materials. Please see the applicable private fund’s
offering materials for further information regarding fees. In addition, BSP NY may enter into side

BSP NY LLC                                                                        Form ADV Part 2A

letter agreements with certain investors in Clients providing such investors with different or
preferential rights or terms, including but not limited to different fee structures and co-investment
rights.
Advisory Fees paid by a private fund Client may also be reduced by other fees or compensation
received by the Adviser or its affiliates that relate to such Client’s activities and investments, or
by certain organization or other expenses borne by such Client, as described in more detail below.
The amount and manner of such reduction, if any, is set forth in the advisory agreement, sub-
advisory agreement, and/or organizational documents of the applicable private fund Client. To the
extent that an Other Fee relates to more than one private fund Client, the Adviser will generally
allocate the resulting Advisory Fee reduction among the applicable private fund Client(s) in
proportion to their interest (or prospective interest) in the portfolio company. As applicable, private
fund Clients that do not pay Advisory Fees will not benefit from any such reduction. Generally,
the portion of Other Fees allocable to capital invested by a private fund Client or third-party
investor that does not pay Advisory Fees will be retained by the Adviser and such amounts will
not offset any management fees.
BSP NY provides separate managed account investment advisory services for an Advisory Fee.
This Advisory Fee is typically charged as a percentage of a separate managed account’s assets
under BSP NY’s management. While this fee is typically expressed as an annual percentage, it is
calculated based on average daily, month end, or quarter end net assets, typically includes accrued
income and is typically charged on a monthly or quarterly basis, in arrears. BSP NY also offers
separate managed accounts with performance-based fees. Clients may select whether fees should
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Item 7. Types of Clients

BSP NY provides investment advisory services to the Clients, including the sub-advised Clients.
With respect to private fund Clients, investment advice is provided directly to such private fund
Clients and not individually to the investors in such private fund Clients. Investors in the private
fund Clients may include, among others, individuals, banks, thrift institutions, pension and profit
sharing plans, insurance companies, trusts, estates, charitable organizations, university
endowments, corporations, sovereign wealth funds, limited partnerships and limited liability
companies. Each Client is required to execute a written agreement with BSP NY, granting BSP
NY authority to manage its assets and setting out minimum and ongoing investment requirements.
All such terms are subject to negotiation. The private fund Clients do not have a minimum size,
but minimum investment commitments are generally established for investors in certain of the
private fund Clients.
The general partner or board of directors of each private fund Client generally may, in their sole
discretion, permit investments below the minimum amounts set forth in the offering documents of
such private fund Client. Please refer to the offering and subscription documents of such private
fund Clients for more specific information.

BSP NY LLC                                                                       Form ADV Part 2A