New Providence Asset Management LP

Fees and Compensation
Funds‐of‐Funds. New Providence charges NPBP, NPO, DSP and International limited partners a
monthly management fee in arrears of .50% (annualized). Subject to certain conditions, NPBP and
NPO limited partners may withdraw all or any part of its capital account as of the end of each

calendar quarter upon 60 days’ prior written notice, or at such other times and upon such lesser
notice as the General Partner may determine. A withdrawal of funds within the first twelve
months of the date of contributions, as determined on a first‐in, first‐out basis, will be subject to
a .50% withdrawal fee payable to the General Partner. DSP limited partners may withdraw capital,
subject to certain conditions, up to 25% of its capital account balance as of the end of each calendar
quarter upon not less than 90 days’ prior written notice. A withdrawal of funds within the first
twelve months of the date of contributions, as determined on a first‐in, first‐out basis, will be
subject to a 2.0% withdrawal fee payable to the partnership. Subject to certain conditions,
International’s limited partners may withdraw all or any part of its capital account as of the end of
each calendar quarter upon 100 days’ prior written notice by a Limited Partner that such Limited
Partner seeks to withdraw all or any portion of its capital account. The General Partner will cause
the Partnership to affect a withdrawal (i) effective on or before the first quarter end following the
date of such notice (such first quarter end, the “Withdrawal Date”) of at least seventy five percent
(75%) of such requested withdrawal amount, and (ii) on or before the second quarter end
following the Withdrawal Date the remaining amount. The General Partner may waive or modify
any terms related to withdrawals for limited partners.

With respect to the Funds, New Providence and the General Partner International the right to
reduce or waive its fees and/or certain terms, including but not limited to, changing the terms of
the liquidity provisions and waiving or reducing the performance allocations and/or management
fees.

In addition to the fees charged by New Providence and the General Partner, investors in the Funds
will bear indirectly the management and incentive fees charged by the underlying Managers as
well as other fees and expenses charged to the Funds. Those other fees will vary, but typically
include fees paid to the administrator, legal, accounting, auditing and other professional expenses,
research expenses, investment expenses such as commissions, interest on margin accounts,
custodial fees, bank service fees and other reasonable expenses related to the purchase, sale,
transmittal or custody of the Fund’s assets as shall be determined by New Providence and the GP
at their discretion.

Investors should refer to the Funds’ COM, Subscription Agreements and other offering documents
for additional/supplementary information regarding the various fees and charges associated with
investments in the Funds.

Investment Office. Fees charged to IO Clients are charged in accordance with the terms of the
contract that New Providence has with the IO Client and are generally charged monthly or
quarterly in arrears based on the net asset value of the prior month or quarter in accordance with
the following scale:

▪      50 basis points on first $100 million of assets

▪      40 basis points on next $150 million of assets
▪      30 basis points on incremental amounts > $250 million

To the extent any IO Clients are invested in the Funds, fees charged to the IO Client by New
Providence will be based on the total assets under management, inclusive of the balances invested
in the Funds in accordance with the agreed upon rates. However, IO Clients will not be double
charged management fees and performance allocation fees charged by the Funds. IO Clients are
responsible for all fees and expenses charged by outside Managers as well as custodial fees.
Actual fees may differ among IO Clients.

The terms of termination of the investment advisory services to be provided by New Providence
to its IO Clients will be in accordance with the terms agreed upon by New Providence and the IO
Client and specified in the investment advisory contract that it has with the IO Client, but generally
the terms of the agreement will remain in effect for a specified period which generally will be one
year from the inception of the agreement (“Specified Period”). Upon expiration of the Specified
Period, IO Clients may terminate by giving 60 days written notice to New Providence, and New
Providence may terminate by giving the client 180 days prior written notice

Performance Based Fees and Side‐by‐Side Management
New Providence does not charge any performance based fees. Some investment advisers
experience conflicts of interest in connection with the side‐by‐side management of accounts with
different fee structures. However, these conflicts of interest are not applicable to New Providence.

Types of Clients
New Providence’s customized investment supervisory services are delivered to individuals and
associated trusts, estates, charitable organizations, endowments, and foundation clients through
its four funds‐of‐funds (the Funds) and its investment office clients (the IO Clients).

Funds‐of‐Funds. Details concerning applicable suitability criteria are set forth in the respective
Funds’ COMs and Subscription Agreements. Depending upon the fund the minimum investment is
generally $1‐10 million. In addition, the Funds generally require its investors to make
representations concerning their sophistication as investors and their ability to bear the risk of loss
of their entire investment under New Providence’s management.

Investment Office. IO Clients are generally required to place a minimum of $40 million of assets
under New Providence’s management. Notwithstanding the forgoing, New Providence may waive
the minimum account requirements under certain circumstances.

Methods of Analysis, Investment Strategies and Risk of Loss
Investment Process. New Providence follows a disciplined, documented investment process which
involves a qualitative and quantitative method of analysis to evaluate and monitor the Managers
and their organizations. New Providence analyzes, in detail, the investment management
organization, ownership structure, assets under management, products, client base, capacity
issues, the backgrounds of key investment professionals, the firm's investment philosophy,
investment process, style, performance, and risk management. On site due diligence is a key
component of this analysis. Quantitative analysis includes reviewing performance against
objectives, historical and expected performance relative to benchmarks and peers, analyzing
risk/return ratios, understanding key drivers of performance returns, alpha generations versus
style or benchmark contributions and correlations with other funds in the portfolio and to the
investment markets.

Investment Risks. An investment with New Providence (including as an IO Client or in the Funds)
entails a significant degree of risk and therefore should be undertaken only by clients capable of
evaluating and bearing the risks. Set forth below is a non‐exhaustive list of such risks, however,
prospective clients/investors are advised to review the applicable Fund COM (as applicable) and
discussing the risks with a representative from NPAM:

   1. Nature of investing in private investment funds
   2. Illiquidity of the Funds and the Managers’ funds
   3. Use of leverage by Managers
   4. Short selling activities by Managers
   5. Use of options by Managers
   6. Use of commodities by Managers
   7. Exposure to Non-U.S. Investments in Managers’ funds
   8. Diversification; concentration of positions held by multiple Managers
   9. Lack of publicly available information about Managers
   10. Lack of regulation of Managers and their funds
   11. Performance‐based compensation
   12. Fund expenses
   13. Reliance on management of New Providence
   14. Lack of direct control over Managers
   15. Risk of litigation
   16. Risk of cybersecurity breach
   17. Possibility of misappropriation of assets by Managers
   18. Misuse of confidential information and other violations by Managers
   19. No assurance of future returns by Managers
   20. Market risks
   21. Other clients may be managed by Managers
   22. Potential conflicts of interests faced by New Providence

Risk of Loss. Investments in Managers’ funds and the underlying assets in which they invest are
highly speculative. New Providence may not be successful in meeting performance objectives. A
successful program of investing is subject to risks related to (i) the quality of the management of
the Managers in which New Providence invests; (ii) the ability of New Providence and the
Managers to select successful investment opportunities; (iii) general economic conditions; and (iv)
the ability of New Providence and the Managers to liquidate their investments. Clients should not
invest with New Providence unless they can bear the risk of a complete loss of their capital. In the
event that a Manager proves to be inferior, New Providence may not have the ability to cause a
change in management and may be limited in its ability to withdraw or sell its investment.

New Providence cannot provide assurance that it will be able to choose, make and/or realize
investments in any particular Manager. There is no assurance that New Providence will be able to
generate returns or that the returns will be commensurate with the risks inherent in their
investment strategy. The marketability and value of any such investment will depend upon many
factors beyond the control of New Providence. The expenses of the Funds and an IO Client account
may exceed the income generated by the accounts, and IO Clients/Fund investors could lose the
entire amount of their contributed capital. The past investment performance of New Providence
cannot be taken to guarantee future results.

Coronavirus Risks. In December 2019, a novel strain of coronavirus (known as COVID-19) surfaced
in Wuhan, China, which has resulted in the temporary closure of many corporate offices, retail
stores, and manufacturing facilities across China and South Korea, among other affected countries.
These closures have caused the disruption of manufacturing supply chains and local and global
economies, the duration of which remains uncertain. As of March 2020, COVID-19 has spread
across the world, which may result in additional market disruptions. The extent to which COVID-19
may negatively affect the operations of New Providence and the performance of the Fund is
difficult to predict. Any potential impact on such operations and performance will depend to a large
extent on future developments and new information that may emerge regarding the duration and
severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19
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