New Water Capital LP

Item 5 - Fees and Compensation

Compensation and Fee Schedules
As compensation for investment advisory services rendered to the New Water Funds, N ew Water typically
receives a management fee (the “Management Fee”) and a Carried Interest (as defined below). As further
described below, New Water or other New Water entities or affiliates receive additional compensation in
connection with management and other services performed for portfolio companies of the New Water
Funds, and a portion of such additional compensation will offset in whole or in part the Management Fees
otherwise payable to New Water. All investors and prospective investors should review the Governing
Documents of each New Water Fund in conjunction with this Brochure for complete information on the
fees and compensation payable in connection with a particular New Water Fund. Different New Water
Funds are subject to different Management Fees and performance-based compensation arrangements. In
limited circumstances, the Management Fees payable to New Water by individual investors in the New
Water Funds will be negotiable and/or waived. Investors and prospective investors in each New Water Fund
should note that similar advisory services may (or may not) be available from other investment advisers for
similar or lower fees.
As further described in the relevant Governing Documents, a New Water Fund generally will pay New
Water an annual Management Fee equal to 2.0% of capital commitments from investors to such New Water
Fund (“Commitments”), as calculated in accordance with the Governing Documents. Payments of the
Management Fee will be made quarterly in advance, in an amount equal to 25% of the annual Management
Fee for such year. The Management Fee will be reduced following certain events specified in the Governing
Documents. The Management Fee generally will be payable until all portfolio investments are distributed
or until New Water’s relationship with the New Water Fund is terminated for other reasons (as described
in the relevant Governing Documents). Installments of the Management Fee payable for any period other
than a full quarterly period are adjusted on a pro rata basis according to the actual number of days in such
period.
The Governing Documents permit New Water to waive or agree to reduce the Management Fee. Certain
waived portions of the Management Fee are treated by the Governing Documents as a deemed capital
contribution by the relevant General Partner, which is effectively invested in the relevant Fund on such
General Partner’s behalf, and operates to reduce the amount of after-tax capital such General Partner would
otherwise be required to contribute to New Water. The limited partners of New Water may be required to
make a pro rata contribution according to their respective Commitments to fund any contribution that
would otherwise be required of New Water in connection with any such waiver or reduction as described
above and, as a result, the exercise of such waiver has the potential to result in an acceleration (or delay) of
investor capital contributions. Waived or reduced Management Fees are not subject to the Management
Fee offsets described below, and the amount of such waived or reduced Management Fees has the potential
to be significant.
Deduction of Fees; Timing of Payments; Termination
As a general matter, New Water will charge Management Fees to the New Water Funds pursuant to the
terms of the Governing Documents. Please refer to the Governing Documents of each of the New Water
Funds for complete information on the timing of Management Fee payments. Upon termination of any
investment management agreement, any prepaid, unearned fees will be promptly refunded (determined on
a pro rata basis based on the number of days elapsed in the applicable payment period), and any earned,
unpaid fees will be due and payable.

Other Fees and Expenses
In addition, New Water and its affiliated entities expect to perform consulting, management, advisory,
monitoring, transaction-related, financial advisory and other services (“Related Services”) for, and receive
related fees from, actual or prospective portfolio companies or other investment vehicles of the New Water
Funds, including fees in connection with mergers, acquisitions, dead deals (e.g., break-up fees), add-on
acquisitions, investments, financings and re-financings, public offerings, sales and similar transactions (all
such fees, “Fees Subject to Offset”). Generally, under the terms of the applicable Governing Documents,
the “Fees Subject to Offset” are net of various out-of-pocket costs and expenses, including costs and
expenses incurred by New Water in connection with consummated or unconsummated transactions
(including travel expenses and meals and entertainment expenses) or in connection with generating any
such fees. Fees Subject to Offset have the potential to be substantial and are permitted to be paid in cash,
in securities of portfolio companies or investment vehicles (or rights thereto) or otherwise. Although these
Fees Subject to Offset are in addition to the Management Fees, New Water will offset a portion (generally
80%, calculated net of any unreimbursed out-of-pocket expenses of New Water incurred in connection with
the Related Services) of the value of such benefits against Management Fees payable by the applicable New
Water Fund or otherwise remit such benefits to the limited partners of such New Water Fund in accordance
with such New Water Fund’s Governing Documents. To the extent that such an offset credit would reduce
the Management Fee for a given quarterly period below zero, the credit will be carried forward for future
application against payable Management Fees, and if a credit remains upon liquidation, a payment will be
made crediting limited partners unless a limited partner has elected to waive such amount (e.g., where an
adverse tax consequence may result). New Water is authorized (in its sole discretion) to agree to pay a
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Item 7 - Types of Clients

Types of Clients and Investment Vehicles
New Water provides investment advice solely to the New Water Funds, which are pooled investment
vehicles generally offered and sold solely to accredited investors and qualified purchasers (or qualified

knowledgeable New Water personnel) pursuant to Section 3(c)(l) or 3(c)(7) of the Company Act. As a
result, the New Water Funds are not required to register as investment companies under the Company Act
in reliance upon certain exemptions available to the New Water Funds, the securities of which are not
publicly offered. The limited partners of the New Water Funds include high net worth individuals,
corporations, funds of funds, financial institutions, endowments, foundations, trusts, estates, sovereign
wealth funds and public and private pension and profit sharing plans.
New Water and/or its affiliates are permitted to establish certain alternative investment vehicles, parallel
funds and/or special purpose vehicles (collectively, “AIVs”) for the purpose of addressing tax, regulatory
and/or structural issues, and/or facilitating certain investments by one or more New Water Funds and/or
investors. Prospective investors are requested to refer to the Governing Documents of the applicable New
Water Fund for complete details on any feeder fund that are permitted to be established by such New Water
Fund and such New Water Fund’s ability to make investments through AIVs.
Minimum Investment Requirements
In general, the minimum investment commitment required of a limited partner to participate in a New Water
Fund is $5,000,000. Notwithstanding the foregoing, the general partner of each New Water Fund has
discretion to increase or reduce the minimum investment commitment. Investors are requested to refer to
the Governing Documents of each New Water Fund for complete information on minimum investment
requirements for participation in a particular New Water Fund.