New 2nd Capital Advisors LP

Item 5.        Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio

investments may also reimburse the Adviser and its affiliates for certain expenses and/or make
other payments to the Adviser or its affiliates for services provided to the portfolio investments
which, in certain circumstances, reduce the Advisory Fees payable to the Adviser. Additionally,
consistent with the Organizational Documents of a Fund, the Fund typically bears certain out-of-
pocket expenses incurred by the Adviser in connection with the services provided to the Fund
and/or the portfolio investments. Further details about certain common fees and expenses are set
forth below.

Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital or remaining invested capital, with respect to such Fund. Advisory Fees may
be reduced during the life of a Fund. Advisory Fees paid by a Fund may also be reduced by other
fees or compensation received by the Adviser or its affiliates that relate to such Fund’s activities
and investments, or by certain excess organizational or other expenses borne by such Fund, as
described in more detail below. Advisory Fees paid by a Fund are indirectly borne by investors in
such Fund.

Advisory Fees are payable quarterly in advance.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are
established by the Adviser and are set forth in such Fund’s Advisory Agreement and/or the
Organizational Documents received by each investor prior to investment in such Fund. The
Advisory Fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a
negotiated basis with selected investors, which may not be disclosed to other investors in the same
Fund. The fee structures described herein may be modified from time to time. Fees may differ
from one Fund to another, as well as among investors in the same Fund.

Certain investors in the Funds that are employees, affiliates, business associates and other “friends
and family” of the Adviser or its personnel (“Adviser Investors”) will not typically pay Advisory
Fees in connection with their investment in a Fund. Notwithstanding that Adviser Investors will
generally not pay Advisory Fees, Adviser Investors will pay for their pro rata share of certain Fund
expenses or the pro rata portion of such Adviser Investors’ expenses will be allocated to the
Adviser or the general partner of the applicable Fund.

The Advisory Fees paid by a Fund will generally be reduced by a percentage of: (1) the fees
incurred by the Adviser in connection with the organization of such Fund that exceed a limit
specified in such Fund’s Organizational Documents and/or (2) certain Other Fees (as defined
below) received by the Adviser or its affiliates. The amount and manner of such reduction, if any,
is set forth in the Advisory Agreement and/or Organizational Documents of the applicable Fund.
To the extent a reduction relates to more than one Fund, the Adviser shall allocate the resulting
Advisory Fee reduction among the applicable Fund(s) in proportion to their interest (or prospective
interest) in the portfolio investment. As some Funds do not pay Advisory Fees, any such reduction
will not benefit such Funds. Generally, the portion of Other Fees allocable to capital invested by a

Fund, co-investment vehicle or third-party investor that does not pay Advisory Fees (or to capital
committed by a Fund investor that does not pay Advisory Fees) will be retained by the Adviser
and such amounts will not offset any Advisory Fee.

Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally
returned on a prorated basis.

Other Fees

Fees Payable by the Portfolio Investments

The Adviser and its affiliates from time to time perform transaction-related, financial advisory,
merchant banking, consulting and other services for, and receive fees from, actual or prospective
portfolio investments or other investment vehicles of the Funds, including fees in connection with
structuring investments in such portfolio investments, as well as mergers, acquisitions, add-on
acquisitions, refinancings, public offerings, sales, divestments or other dispositions and similar
transactions with respect to such portfolio investments (“Transaction Fees”).

The Adviser and its affiliates also from time to time receive monitoring fees pursuant to monitoring
agreements with portfolio investments of the Funds governing the advice, consultation and other
similar ongoing services provided by the Adviser to such portfolio investments (“Monitoring
Fees”). The terms of a monitoring agreement may include (among other things) annual automatic
renewals, and the payment of Monitoring Fees (which may be fixed fees or calculated as a
percentage of EBIDTA or similar performance metric).

In addition, the Adviser and its affiliates receive fees in connection with serving on the board of
directors of a portfolio investment (“Director Fees”) and in connection with an unconsummated
transaction, (“Break-Up Fees” and, together with Transaction Fees, Monitoring Fees and Director
Fees the “Other Fees”). The amount and timing of Break-Up Fees received by the Adviser or its
affiliates are generally specified in the agreement or other documentation governing the
transaction.

Generally, under the terms of the applicable Organizational Documents, for purposes of
calculating any Advisory Fee offset, Other Fees are net of out-of-pocket costs and expenses
incurred by the Adviser in connection with consummated or unconsummated transactions or in
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Item 7.   Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the general partner of each
such Fund, if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and may include, among others, high net worth individuals, banks, thrift
institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university
endowments, corporations, limited partnerships and limited liability companies or other entities.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments
may be established for investors in the Funds. The general partner of each Fund may in its sole
discretion permit investments below the minimum amounts set forth in the Organizational
Documents of such Fund.