NCP Management Holdings Inc

Fees and Compensation
General Note Regarding Fees
This section of the brochure is intended to summarize the fee structure that NCP charges its clients (the
Funds). This summary is less detailed than the summary set forth in each PPM. An investor in each Fund
should review the applicable PPM in detail.

Management Fee
Fund II, Fund II-A and Fund II-B pay NCP, on a quarterly basis, a management fee at an annual rate of
2.5% of each Fund’s aggregate committed capital, as outlined in each PPM document (the
“Management Fee”). Fund III and III-A pay NCP, on a quarterly basis, a management fee at an annual
rate of 2.0% of each Fund’s aggregate committed capital, as outlined in each PPM document (the
“Management Fee), provided that no management fee shall apply prior to the date on which Fund III
and III-A first call capital. For all Funds, the Management Fee is computed and paid in advance, on the
first business day of each quarter. Management Fees are paid from cash received via Fund capital calls.

For Fund-II, Fund II-A and Fund II-B, after the initial investment period of 5 years, the Management Fee
is reduced by 0.10% each year (not to be reduced lower than 2.0%) and the fee is computed using the
cost basis of portfolio investments rather than the amount of committed capital. As of April 1, 2023, the
Management Fees for Fund II, Fund II-A and Fund II-B have ended.

For Fund III and Fund III-A, after the initial investment period of 5 years, the Management Fee is
computed using the cost basis of portfolio investments rather than the amount of committed capital.

Carried Interest
Each Fund has a provision for carried interest, described in detail below in the section “Performance-
Based Fees”, to be paid to NCP and certain of its affiliates.

Negotiability of Fees
As these fee amounts are stated in each PPM document, they are non-negotiable. NCP does not rebate
any portion of such fees to investors in the Funds.

Termination of Advisory Agreement
If the advisory agreement is terminated, the Fund will release all uncalled capital commitments, return
all called but unused capital and pay distributions of any liquidated assets. The advisory agreement
does not call for the refunding of Management Fees, although such fees are paid in advance.

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Other Fees
All other expenses are generally paid by the Fund and include: audit, tax and accounting fees and
expenses; Fund-related insurance expenses; expenses related to any alternative investment vehicle or
blocker corporation in which a Fund may invest as part of its investment strategy; organization
expenses, investment expenses such as research/due diligence costs and related travel; legal,
accounting and other professional fees associated with acquiring or exiting an investment; interest on
indebtedness, if any; custodial fees and any other expenses reasonably related to the purchase, sale or
transmittal of Fund assets.

NCP collects monthly management fees from certain portfolio companies for providing operational
consulting and staffing services. These monthly management fees range from $5,000 to $12,500, and
are calculated based upon the estimated operational service needs of the particular portfolio company.

NCP collects recruiting fees from certain portfolio companies for providing CXO recruiting and
placement services. These fees are a percentage of compensation.

In the past, through its affiliate, MarketMethods, LLC, NCP collected monthly management fees from
certain portfolio companies for providing data purchasing, data collection and data analysis consulting
and staffing services. These monthly management fees ranged from $3,000 to $5,000, and were
calculated based upon the estimated data service needs of the particular portfolio company. NCP may
resume the same or similar arrangements in the future.

Types of Clients
Description
NCP provides investment advice to the Funds, which are private pooled investment funds organized as
limited partnerships.

Account Minimums
While NCP does not have minimum account size requirements for its clients, the minimum investment in
Fund II, II-A and II-B is $2,500,000 for institutional investors and $500,000 for individual investors. And,
the minimum investment for Fund III and III-A is $1,000,000 for all investors. As is the case with all
Funds, each Fund’s general partner may approve subscriptions of lesser amounts.

Methods of Analysis, Investment
Strategies and Risk of Loss