New Catalyst Strategic Partners LLC

Item 5 – Fees and Compensation

New Catalyst and its affiliates receive fees and compensation in exchange for advisory services
provided to the Funds, including management fees and carried interest and is permitted to receive
additional compensation in connection with services performed for the Partner Firm. The Funds are
also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. 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 New Catalyst 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 and Carried Interest

In general, New Catalyst charges each Fund a management fee (the “Management Fee”) based on a
percentage of committed capital during a Fund’s respective investment period and thereafter based
on a percentage of invested capital, until such investments have been sold or completely written-off
for U.S. federal income tax purposes, subject to several other factors as noted in the Governing
Documents. Specifically, with regard to Fund I, commencing on the Fund’s effective date and during
the investment period, the Fund will calculate and pay New Catalyst and/or a designated affiliate an
annual Management Fee, payable quarterly in advance, equal to a percentage of aggregate
commitments held by non-affiliated limited partners. Commencing with the first Management Fee
calculation date after the expiration of the investment period or earlier upon the occurrence of certain
events as set forth in the Governing Documents, the Management Fee will equal a percentage of an
aggregate amount of (i) the unrecouped portion of any bridge financing contributions that ceases to
be a bridge financing and is treated as a permanent investment, plus (ii) investment contributions made
with respect to the portion of each investment that has not been disposed of, permanently written
down or completely written-off for U.S. federal income tax purposes, plus (iii) any unfunded
commitments the Fund has made pursuant to legally binding obligations to complete investments in
transactions which were in process as of the expiration of the investment period, plus (iv) future
funding obligations, less (v) any investments that have been permanently written down or completely
written off for U.S. federal income tax purposes but not disposed of, in each case with respect to non-
affiliated limited partners; provided that investments (other than bridge financings) will be treated as
having been disposed of, permanently written down or completely written off only to the extent that,
as of the date of any such disposition, write-down or write-off, the remaining aggregate value of such
investment (other than bridge financings) is deemed permanently worthless or fully disposed by the
General Partner. Any write down in the value of investments that is not permanent or complete for
U.S. federal income tax purposes will not reduce the Management Fees. A Fund’s borrowings are
generally taken into account for purposes of calculating the Management Fee during the post-
investment period, 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 and will not be reduced in connection with
any write downs, except in the case of investments that are permanently or completely written off for
U.S. federal income tax purposes. Except where the Governing Documents expressly provide to the
contrary, Management Fees will generally not be reduced in the case of partial distributions, partial
sales, reorganizations, restructurings, roll-over investments or similar transactions, in each case in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of such Fund’s investment or ownership percentage in a portfolio

company has been reduced as a result of such transaction. In addition, 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.
Further, where there has been a partial disposition or 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. As applicable, the post step-down
Management Fee base may include capitalized transaction-specific fees and expenses of unrealized
investments, including transaction fees charged by New Catalyst 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.

Management Fees are generally assessed quarterly in advance. All Management Fees are negotiated
with limited partners during the fundraising period of the applicable Fund and are not subject to
negotiation thereafter. If the investment advisory agreement is terminated before the end of the
applicable period, Management Fees will be charged on a pro rata basis through the date of
termination, and any fees paid in advance but not earned will be refunded.

New Catalyst or the General Partner or other affiliate is entitled to receive an incentive fee or carried
interest allocation (“Carried Interest”) with respect to the applicable Fund, as provided in the
...

Item 7 – Types of Clients

New Catalyst provides investment advice to its Funds, which generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and which will be
operated as investment pools exempt from registration under the Investment Company Act. The
Funds limit their limited partners to: (i) “accredited investors” as defined in the Securities Act of 1933
and the rules and regulations promulgated thereunder, and (ii) “qualified purchasers” or
“knowledgeable employees,” each as defined in the Investment Company Act, or (iii) if applicable,
“qualified clients,” as defined in the Advisers Act. Limited partners in the Funds must also meet
certain other suitability qualifications prior to making an investment in a Fund. The Funds
require a minimum investment amount of $5 million from each limited partner, although the General
Partner is permitted to accept lesser amounts in its discretion.