New State Capital Partners LLC

Item 5 - Fees and Compensation

   A. Fees

New State collects management fees and performance fees relating to the Funds as set forth in each
applicable Fund’s Offering Documents. Management fees are generally 2.00% per annum of the
Fund investors’ capital commitments during the investment period of the Fund. Subsequent to the
investment period, management fees are generally 2% per annum of the Fund investors’ unrealized
investment contributions in the Fund. A more detailed description of the specific management fee
calculation for each Fund is included in the Offering Documents for each Fund. Performance fees
vary by Fund and are generally 20% of carried interest.

As is generally the case in private equity funds, the Offering Documents provide that a Fund’s
management fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Offering Documents, from the effective
date of the relevant Fund until a date specified in the Offering Documents reducing the management
fee for a fund (the “Stepdown Date”), management fees generally will be charged based on a
formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the
Stepdown Date, management fees generally will be charged and calculated based on a formula tied
to the amount of investment contributions (including, where applicable, a Fund borrowing
component and associated interest expenses) made by the relevant Fund relating to investments
that have not been realized or completely written off for U.S. federal income tax purposes (such
written-off investments, investments, “Impaired Value Investments”). Due to differences in the
criteria set forth in their respective Offering Documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired

Value Investment for purposes of one Fund’s Offering Documents but not those of one or more
other Funds.

Under the Offering Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date management
fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of applicable investment contributions. Conversely, the Offering
Documents do not require management fees to be reduced or refunded following the occurrence of
a writedown, decrease (including a significant decrease) in fair value or other event not constituting
a complete realization, such as a partial sale or disposition, reorganization, recapitalization
(including recapitalizations involving dividends), roll-over investment in connection with a sale or
dividend distribution, except in the case of investments meeting the relevant Impaired Value
Investment standard under the Offering Documents. For the avoidance of doubt, following the
Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total
amount of investment contributions relating to such Impaired Value Investment, then the amount
of management fees otherwise payable relating to such investment will be reduced solely based on
the ratio of the fair market value of each relevant remaining investment(s) as compared against the
amount of total investment contributions relating to such investment(s) as of the date of the relevant
event.

As a result, and as is generally the case for private equity funds, the amount of management fees
generally will not correspond with fluctuations in the net asset value of individual investments or
of a Fund, including following the relevant investment period, and will not be reduced in connection
with any write downs (whether temporary or permanent), except in the case of Impaired Value
Investments. Except where the Offering Documents expressly provide to the contrary,
management fees will not be reduced (in whole or in part) in the case of partial sales or dispositions,
distributions (e.g., those resulting from a dividend recapitalization) or reorganizations,
restructurings, roll-over investments, extraordinary dividends, earn outs, seller notes 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 the Fund’s investment or the
Fund’s ownership percentage in such investment has been reduced (including substantially
reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date management fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees and
expenses paid to operating partners, advisors and other consultants, as further described in Item 5
– Certain Consultants (“Operating Partners”), and other service providers including suppliers,
vendors, lenders, law firms (including Fund or transaction counsel), transaction service providers
and their respective affiliates, personnel and related investment vehicles (together, “Service
Providers”) and/or other third parties, New State, or its affiliates. Further, management fees
generally will not be reimbursed or refunded under the Offering Documents in the event of
realizations, dispositions or partial write-downs or write-offs that occur partway through the
relevant calculation period.

The companies that the Funds invest in generally also pay monitoring fees and transaction-related
fees directly to New State for the provision of certain services. Under certain circumstances, New
State offsets all or part of its management fee against these monitoring and transaction-related fees.
Such offsets range from 80 to 100% of the portion of the fees allocable to the Fund’s ownership in
the underlying portfolio company. The specifics of the calculation of offsets are set forth in more
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Item 7 - Types of Clients

New State provides investment advisory services to private equity funds. Please note that New
State’s clients are the Funds. Investors in such Funds are not clients of New State. Minimum
contributions for investments in a Fund may vary for each Fund and are subject to waiver by the
general partner of the respective Fund.