NCP Group LP

Item 5: Fees and Compensation

NCP and its affiliated General Partners receive fees and compensation in exchange for advisory services
provided to the Funds, including management fees, carried interest, additional compensation in connection
with management services performed for the portfolio companies of the Funds and reimbursements from
portfolio companies for certain expenses advanced on their behalf. The Funds are also responsible for
bearing certain expenses as detailed in each Fund’s Governing Documents and below. Differences exist
from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses that other
Funds charge or charge them in different amounts. The following is a general description of fees,
compensation and expenses of the Funds. Limited partners should refer to the Governing Documents of
the applicable Fund for a complete understanding of how NCP is compensated for its advisory services;
the information contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees

NCP charges each Fund a management fee (the “Management Fee”), generally 2% per annum of non-
affiliated limited partner’s commitments. Specifically, Management Fees are initially charged at 2% of each
non-affiliated limited partner’s committed capital for the period of time during which each Fund is making
investments; thereafter, the Management Fee is equal to 2% of actively invested capital. A Fund’s
borrowings are generally taken into account for purposes of calculating the Management Fee, as provided
in each Fund’s Governing Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value of
individual investments, aggregate investments in a portfolio company or of a Fund, including following the
stepdown date, and will not be reduced in connection with any investment write-downs, except in the case
of investments that have been written off as worthless for tax purposes. Permanent write-down
determinations are made in the discretion of the valuation committee in accordance with the relevant
Governing Documents and the Firm’s valuation policy. The Governing Documents further describe
circumstances constituting a disposition of assets. In addition, where there has been a permanent write-
down of a Fund’s investment and the fair market value of the investment following such event exceeds the
total amount of the Fund’s investment contributions relating to the investment, the Governing Documents
do not require Management Fees after the stepdown date to be reduced. In most circumstances, the post
step-down Management Fee base will include capitalized transaction-specific fees and expenses of
unrealized investments, including transaction fees charged by NCP in connection with the investment,
which poses a conflict of interest in that the inclusion of such fees and expenses results in a higher
Management Fee than if such transaction fees and expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-down
on the Fund’s line of credit or offset against a distribution to limited partners. All Management Fees were
negotiated with limited partners during the fundraising period of the applicable Fund and are not subject
to negotiation thereafter. Generally, limited partners participating in a subsequent closing after the initial

closing of a Fund are responsible for paying the Management Fee as of the date of the initial closing of
such Fund, plus interest, as applicable. In addition, Management Fees are payable during term extensions
unless otherwise notified to limited partners.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees can differ from one Fund to another as well as among limited partners
in the same Fund. Such differences can arise from the size of a limited partner’s commitment to a Fund,
provisions of side letter agreements or other negotiated terms. Management Fees are generally waived for
NCP employees investing in a Fund (either as direct limited partners or through a General Partner),
affiliates, Executive Partners and their respective families investing in a Fund (although in each case, these
limited partners generally pay their pro rata share of certain Fund expenses). Similarly, limited partners in
a Co-Investment Fund generally pay a reduced Management Fee or none at all on the co-investment
portion of their investment (although such co-investors generally pay Management Fees on the main Fund
portion of their investment, if applicable, and pay their pro rata share of certain expenses as described more
fully below).

Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund to
entities or persons acting as a placement agent in connection with the offer and sale of interests in such
Fund; (ii) costs incurred by NCP in connection with the organization of a Fund that exceed a limit as
specified in such Fund’s Governing Documents; (iii) certain supplemental fees and compensation with
respect to portfolio companies, including advisory fees, financial consulting fees, commitment fees,
monitoring fees (including termination fees), directors’ fees (including fees derived from a position with
similar status or functions in respect of a limited liability company), break-up fees, success fees, transaction
fees, syndication fees or similar fees (whether in the form of cash, securities or otherwise and excluding
any reimbursement of out-of-pocket expenses, if any) (together, “Portfolio Fees”).

The receipt of such Portfolio Fees is offset against the Management Fee paid by a Fund as described below
and in each Fund’s Governing Documents, net of any expenses incurred in connection with any
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Item 7: Types of Clients

NCP advises the Funds, each of which are pooled private investment funds that rely on certain exclusions
from the definition of “investment company” set forth in the Investment Company Act.

Investors in the Funds include some or all of the following: high net worth individuals, family offices,
banks or thrift institutions, investment companies, pension and profit-sharing plans, sovereign wealth
funds, trusts, estates or charitable organizations, endowments, foundations or corporations or business
entities other than those listed previously, private investment funds or other entities. The eligibility and
suitability requirements for each Fund are described in the applicable Governing Documents. The Funds
only admit sophisticated investors that (a) (1) are “qualified clients” within the meaning of Rule 205-3 of
the Advisers Act and (2) the applicable General Partner reasonably believes to be (i) “accredited investors”
within the meaning of the Securities Act and (ii) “qualified purchasers” as such term is defined in Section
2(a)51 of the Investment Company Act, or (b) are not “U.S. Persons” within the meaning of Rules 901
through 905 under the Securities Act (“Regulation S”) and are outside the United States at the time of such
offer in offshore transactions in compliance with Regulation S.

The minimum investment commitment in the Funds is generally $5 million, subject to increase, reduction
or waiver in respect of any Fund at the sole discretion of the applicable General Partner.

NCP or its affiliates have established certain parallel funds, feeder funds, AIVs and/or other special
purpose vehicles for the purpose of addressing tax, regulatory and/or structural issues, and/or facilitating
certain investments by one or more Funds and/or investors. Certain investors in Funds participate directly
or indirectly through AIVs structured as “blocker corporations” (and bear the burden of taxes and certain
other expenses and, to the extent feasible, reductions in proceeds incurred in connection with the
formation and operation of such “blocker corporation”) while other investors (including the general
partner entities of such Funds) participate through a tax transparent AIV without an intervening “blocker
corporation.” This will create conflicts for NCP and its affiliates, particularly in structuring an exit from
such investments given the varying tax implications to NCP and its affiliates and the investors in the
applicable Funds resulting from different exit structures. Returns from such investments to NCP and its
affiliates, including in respect of their Carried Interest, typically would not be reduced by any taxes, other
expenses or reductions in proceeds borne by any investor in a Fund participating in such investments
directly or indirectly through a “blocker corporation.” In addition, the tax consequences to the General
Partner of the applicable Fund, and its beneficial owners, with respect to tax items realized by such Fund
(including the tax rates applicable to income and gains and the extent to which tax items are deductible or
otherwise result in a tax benefit) will be different than the tax consequences to the investors in the such
Fund, and its beneficial owners, from such tax items. NCP may also consider the tax objectives of the
General Partners and their respective beneficial owners and elect to utilize AIVs to achieve such tax
objectives (including in connection with the structure of investments made by the Funds, the manner (and

timing) in which investments are disposed of, and the form, nature and timing of distributions made by
the Funds to their partners).

On occasion, NCP offers co-investment opportunities for certain investors to invest alongside a Fund in
certain Fund portfolio companies. As referenced in Item 4 above, co-investments have been structured
either as (i) a separate Co-Investment Fund or (ii) a direct investment by certain investors into a portfolio
company or its holding or operating company. When structured as a Co-Investment Fund, NCP considers
the investment to be a Fund client, identifies the Fund in its Form ADV Part 1, Schedule D, Section 7.B.(1),
obtains an audit for the Fund, reserves the option to assess a Management Fee and Carried Interest on
such Fund and includes the amount of assets of such Co-Investment Fund in the Firm’s regulatory assets
under management. In the case of direct co-investments, NCP does not consider the investment to be a
Fund or a client, does not act as the investment manager to the co-investment portion of the investment,
does not charge Management Fees or Carried Interest to the investment, does not have custody of the
investment or include the amount of assets of the co-investment in the Firm’s regulatory assets under
management. In such direct co-investment opportunities, NCP will perform management, advisory and
other services for the portfolio companies in which these co-investors invest, generally at no cost to such
co-investors except portfolio company fees and expenses (which such fees and expenses are recorded at
the portfolio company).

Opportunities to participate in co-investment transactions arise when NCP has the opportunity for an
investment in an existing or prospective portfolio company and NCP determines that (i) an investment
requires additional capital, (ii) all or a portion of the applicable opportunity is not required to be offered to
a Fund, (iii) the full investment opportunity is not appropriate for a Fund, whether due to concentration
restrictions contained in the Fund’s Governing Documents or otherwise or (iv) NCP believes the Fund
will benefit from the participation of the co-investor(s). Such determinations are based on the provisions
of the applicable Governing Documents, side letter agreements, agreements with lenders and such other
factors as NCP will consider in its sole discretion, including those specified in its policies on investment
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