New Heritage Capital LLC

Item 5: Fees and Compensation

Heritage’s fee and remuneration arrangements vary among the Funds. The specific terms of such
arrangements are set forth in each Fund’s Documents and are generally not varied thereafter. The below
provides a general summary of Heritage’s fees and remuneration.

Management Fees

In exchange for the investment management and administrative services it provides to its Clients, Heritage
typically assesses a management fee from each Fund. Generally, investors in a Fund pay management
fees quarterly in advance until the termination of the respective Fund. However, different Heritage Clients
in certain cases will have different fee arrangements. Heritage’s Single Purpose Funds charge an annual
management fee equal to 1% of the original cost basis of any Portfolio Company securities then held by
the Clients and are billed semiannually in advance to investors (but never six months or more in advance).
Heritage’s Pooled Investment Funds charge an annual management fee equal to 2% of the Fund’s
committed capital and are billed quarterly in advance to investors. The management fee for the Pooled
Investment Funds will subsequently “step down” to 2% of the cost basis of existing Portfolio Companies
after the investment period ends. Heritage’s Co-Investment Funds do not charge management fees. To
obtain cash for the payment of management fees, a General Partner has authority to draw down investors’
capital commitments. Management fees will not be reduced (in whole or in part) in the case of partial
distributions or partial sales of investments.

The Funds generally invest on a long-term basis. Accordingly, management and other fees are expected
to be paid, except as otherwise described in each Fund’s Documents, over the terms of the Funds, and
investors generally are not permitted to withdraw or redeem interests in the Funds.

For its Pooled Investment Funds, and in accordance with the terms of the Documents, Heritage in its sole
discretion has in the past and may in the future waive or reduce its management fee, and any waived
portion of such management fee is contributed to the Funds and is treated as a deemed capital contribution
by the General Partner. Any such contribution reduces the amount of capital contributions the General
Partner would otherwise be required to contribute to the Funds.

Performance Fees

Heritage affiliates which serve as General Partners have entered into performance‐based fee arrangements
with their Clients. Such fees entitle Heritage to a share of the capital appreciation of the Client’s assets, or
“carried interest,” and is contingent on achieving certain investment performance hurdles. Performance
fees are subject to individualized negotiation with the limited partners investing in each Fund and are set
forth in the Documents. Heritage’s Co-Investment Funds do not charge a carried interest. Please refer to
Item 6 – Performance Fees and Side-by-Side Management.

Portfolio Company Fees

Heritage and its employees from time to time serve on boards of directors for the Funds’ Portfolio
Companies and perform advisory, transaction-related, and other services. Subject to each Fund’s
Documents, Heritage receives remuneration for these services and the remuneration typically includes
Portfolio Company monitoring fees and transaction/advisory or diligence fees paid by the Portfolio
Company. Other potential fees will from time to time include director fees, topping fees, organizational fees,
set-up fees, break-up fees, investment banking, underwriting, syndication and other similar fees in
connection with the consummating, monitoring or disposition of investments or from unconsummated
transactions, including warrants, options, derivatives and other rights, in each case valued as of the grant
date, or other fees from Portfolio Companies and prospective Portfolio Companies of the Funds. For its
Pooled Investment Funds, management fees paid by the Funds are offset, or reduced, by a portion of such
fees as set forth in such Fund’s Documents. For Heritage’s Co-Investment Funds, there is no management
fee to offset, and any Portfolio Company fees allocated to those funds are not offset and are retained by
Heritage. If more than one Pooled Investment Fund and/or Co-Investment Fund is invested in a Portfolio
Company, any Portfolio Company fees are typically allocated pro rata based on the capital invested from
the various funds. Those Portfolio Company fees are offset as set forth in such Pooled Investment Fund’s
Documents or retained by Heritage for any Co-Investment Fund.

Consistent with the applicable Fund’s Documents, Heritage incurs certain expenses (including Travel
Expenses (as defined below), lodging, and other direct expenses), and a Portfolio Company reimburses
Heritage for those expenses incurred in connection with its performance of services for a Portfolio Company.
Such reimbursements are not subject to the offset provision described above. “Travel Expenses” include
economy class, business class, chartered travel or first-class airfare (provided that with respect to chartered
travel and international flights, such expense shall be limited to the portion thereof not in excess of business
class or first class commercial airfare), ground transportation, accommodations, meals, travel agency fees
and other direct reimbursable expenses.

Other Fees and Expenses

As provided in each Fund’s Documents, Heritage pays out of its management fees all normal overhead
expenses, including compensation for its employees, rent, utilities and other such expenses. Each Client
will bear certain other fees, expenses and costs related to the Funds as determined pursuant to the
applicable Documents. Such fees, expenses and costs include but are not limited to: all costs and out-of-
pocket fees and expenses attributable to sourcing, investigating, identifying, analyzing, evaluating,
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Item 7: Types of Clients

Heritage provides investment advice to Funds generally organized as limited partnerships or limited liability
companies in which an affiliate of Heritage serves as the general partner or managing member. Investors
include public pension plans, fund-of-funds, corporate pension plans, universities, foundations, family
offices, insurance companies, other financial institutions and accredited investors.

Investment advice is provided directly to the Funds, subject to the direction and control of the general
partner or managing member of such Fund, and not individually to the investors in the Fund. Interests in
the Funds are offered pursuant to applicable exemptions from registration under the Securities Act of 1933,
as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”).

Generally, the minimum investment for its Pooled Investment Funds that Heritage accepts is $5.0 million.
In its sole discretion, Heritage is permitted to accept (and has in the past accepted) an investment of a
lesser amount. Prior to investing in a Fund, an investor is required to complete a subscription agreement
and investor qualification statement containing industry-standard representations. Heritage requires that
each investor in a Fund be an “accredited investor” as defined in Regulation D under the Securities Act
and, in many instances, a “qualified purchaser” or a “knowledgeable employee” of Heritage as defined
under the 1940 Act. Heritage also requires that each investor that is a U.S. resident in a Fund that pays us
a performance based fee be a “qualified client” as defined under the Advisers Act, or a “knowledgeable
employee” of Heritage.