Newbury Partners LLC

Fees and Compensation

Newbury is compensated for providing services to the Funds as set forth in the respective Limited
Partnership Agreements and other Fund offering materials. The compensation includes both
management fees, which are payable quarterly in advance, and performance-based fees. The
management fees are dependent on what point the Funds are in their life cycle (e.g., commitment
period, etc.) and may be offset by various fees received by Newbury. The performance-based fees
are dependent on, among other things, investors’ achievement of a preferred return on their Fund
investment. Since the Funds’ Limited Partnership Agreements limit the rights of Fund investors,
except under limited circumstances, to withdraw from the Funds, investors will not be able to
relinquish their obligation to pay the management and performance-based fees specified in Fund
offering materials, once they are admitted into the Funds.

In addition to Newbury’s management and performance-based fees, Fund investors bear indirectly
the fees and expenses charged to the Funds. These fees will vary, but typically include professional
fees such as legal and accounting fees, management fees and performance-based fees charged by
the underlying fund managers and sponsors in which the Funds invest, and all costs and expenses
related to the transaction sourcing, acquisition, carrying, monitoring, or disposition of investments
including, among other things, travel (which may, on occasion, include the use of non-commercial
planes), conference fees, publications and subscriptions, postage, telecommunication fees,and other
such expenses. Expenses incurred during the sourcing or research process are charged to the Funds
whether or not any such purchase or sale is consummated. The cost of directors’ and officers’
liability insurance is allocated 100% pro rata to the Funds based on committed capital. For a full
description of the fees and expenses charged to the Funds, please refer to the applicable Fund’s
governing documents, including the limited partnership agreement and the offering document.

The Funds may invest in fund of funds interests. In such instances, investors incur their pro rata
share of three distinct layers of management, incentive, and other fees and expenses. This includes
one layer associated directly with the management of the Funds managed by Newbury, a second
layer assessed by the underlying fund of funds managers and sponsors, and a third layer assessed
by the underlying fund managers and sponsors selected by the underlying fund of funds managers
and sponsors.

Prospective and existing investors in the Funds are advised to review the applicable Fund offering
materials for a more extensive description of the fees and expenses associated with an investment
in the Funds.

Finally, certain investors in the Funds pay discounted management and/or performance-based fees
based on their investment in the Funds as contemplated in their relevant “side letter” arrangements
with Newbury. Please refer to the Types of Clients section for additional details on “side letters.”
Notwithstanding, such investors pay for their pro-rata share of Fund expenses. In addition, the
Funds’ General Partners do not pay management or performance fees on their investment in the
Funds.

Performance Based Fees and Side-by-Side Management
As stated in the Fees and Compensation section above, Newbury charges performance-based fees
which are fees based on a share of realized capital gains and sources of income such as interest and
dividends. Performance-based fees are only paid to Newbury when specific conditions are met,
including the return of all capital contributed to the Funds by investors and the satisfaction of an

IRR test. The fact that the Newbury is in part compensated based on the performance of the Funds
may create an incentive for Newbury to make investments on behalf of clients that are riskier or
more speculative than would be the case in the absence of the performance-based compensation
arrangement. Notwithstanding, Newbury manages the Funds in accordance with the investment
strategy disclosed in the Funds’ offering materials to ensure that investors are aware of the
investment strategy and the risks associated with the strategy.

Types of Clients
As stated in the Advisory Business section above, Newbury’s clients are partnerships and limited
liability companies formed in U.S. and foreign jurisdictions. The entities are privately-offered fund-
of-funds that invest in primary and secondary investments in buyout, venture capital and mezzanine
partnerships, as well as direct investments (co-investments) in operating entities and companies.

The investors in the Funds include, among others, U.S. and foreign-based high net worth
individuals, corporations, trusts, pensions, financial institutions, and government entities. Although
the Funds’ minimum subscription amounts range from $5 to 10 million, the minimums may be
waived at Newbury’s discretion in accordance with any applicable provisions in the Funds’ offering
materials.

The Funds and/or Newbury will be authorized, without the approval of any investor, to enter into
“side letters” or similar written agreements with investors that have the effect of establishing rights
under, or altering or supplementing the terms of the Limited Partnership Agreement, such investor’s
Subscription Agreement or other related agreements. The ability of other investors to elect to receive
the benefit of such side agreements will be limited.

Methods of Analysis, Investment Strategies and Risk of Loss
Investment Strategy. Newbury’s investment strategy generally consists of pursuing negotiated small
and mid-sized secondary transactions in private fund interests. Newbury employs a value- focused
approach to pricing transactions through fundamental portfolio analysis. Newbury reviews the
underlying investments in the portfolios it evaluates, leveraging its database of information and
network of industry contacts to perform due diligence. In its valuation analysis, Newbury seeks to
identify value driving underlying companies as well as significant issues in underlying portfolios.
Newbury’s investment strategy results in a diversified portfolio with assets balanced across the
major private equity markets. To a substantially lesser extent, Newbury’s investment strategy
additionally involves direct participation in private fund interests and direct investments (co-
investments) in operating entities and companies.

Investment Process. Newbury’s investment process incorporates the following key elements:

   1. Proactive Deal Sourcing - Newbury focuses on identifying high quality investment
      opportunities in non-competitive situations. Newbury’s deal sourcing occurs in a number of
      ways, including but not limited to, on-going contact with its existing network of contacts,
      participating in annual meetings of its private equity funds, responding to inbound inquiries
      from potential sellers, and the occasional use of and payment to third- party finders.

   2. Seller Negotiations - Newbury engages with sellers throughout the transaction process, from
      initial contact to final pricing and execution. The engagement enables Newbury to gain
      insight into the key issues and motivations facing sellers, establishes personal relationships
      with the important decision makers and secures valuable information about the underlying
      assets.

   3. Portfolio Due Diligence - Newbury conducts a review of the underlying investment
      positions in the private equity funds it evaluates, leveraging its database of information and
      network of industry contacts to perform due diligence.

   4. Disciplined Valuation and Approval Process - Newbury constructs cash flow models for
      the private equity funds and transactions it evaluates (including direct investments (co-
      investments) in operating entities and companies). This analysis provides assessments of a
      private equity fund’s current value and Newbury’s projected returns (value and timing) by
      investment, while factoring in underlying fees, expenses and carried interest. The resulting
      output enables the Newbury Investment Committee (“NIC”) to scrutinize the drivers of
      returns in each transaction and to weigh these returns against the risks and overall
      concentrations.

   5. Focus on Transaction Execution - Newbury focuses senior level resources on completing
      transactions as efficiently as possible. Newbury sees transaction execution as an integral part
      of maximizing returns and minimizing risks in the Funds.

Investment Risks. An investment in the Funds entails a significant degree of risk and therefore
should be undertaken only by investors capable of evaluating the risks of the Funds and bearing the
risks it represents. Set forth below is a non-exhaustive list of such risks; however, prospective
investors are advised to review the applicable Fund offering materials for a more extensive
description of the risks of investing in the Funds:

   1.    No established market for secondary investments exists
   2.    Unfunded capital commitments associated with secondary investments
   3.    Pooled investments in secondaries
   4.    Illiquidity of investments by the Funds
   5.    Reliance on management of private equity funds
   6.    Changes in legal, fiscal, and regulatory regimes
   7.    Nature of equity or equity-related investments
   8.    Nature of mezzanine investments
   9.    Nature of venture capital investments
   10.   Non-U.S. investments
   11.   Investments with third parties
   12.   Dependence on Newbury’s key personnel
   13.   Portfolio concentration
   14.   Lack of liquidity of interests in the Funds and the Funds’ underlying investments
   15.   Investment environment and market risk
   16.   Market volatility risk

Risk of Loss. Investments in private equity funds and the underlying private equity securities in
which they invest are highly speculative. The Funds may not be successful in meeting their
performance objectives. A successful program of investing is subject to risks related to (i) the quality
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