Newmarket Investment Management LP

ITEM 5 – FEES AND COMPENSATION

The Firm and its affiliates receive management and carry fees and/or carried interest, a
performance allocation or similar profit allocations from the Funds. The Funds may also
indirectly incur or generate other fees payable to the Firm, depending on the nature of the
portfolio activities. Certain fees generally will reduce management fees otherwise payable
to the Firm as described below.

The Funds may also bear certain out-of-pocket expenses incurred by the Firm in connection
with the services provided. The following sections discuss the most common fees and
expenses, which are described in more detail in the relevant Offering Documents for the
Funds.

Management Fees

As an investment adviser to the Funds, as further described in the Offering Documents, the
Firm receives a quarterly management fee, in advance, at a negotiated rate documented in
the Offering Documents and/or investment advisory contract with respect to a Fund.
Specific rates with respect to any Fund are set forth in that Fund’s Offering Documents.
Additionally, the Firm may waive or reduce management fees for certain investors in its
discretion. In certain instances, the Firm may enter into side letter agreements that establish
alternative fee structures, such as servicing and/or administration fees. These negotiated
terms are specific to the relevant investor and are described in their respective side letter
and Offering Documents.

Generally, the Firm’s investment advisory contracts with the Funds will terminate within
a reasonable period of time following one party’s receipt of written notice of termination
(for any (or no) reasons set forth in the investment advisory contract) from the other party.
Investors in the Funds do not generally have the ability to terminate the investment
advisory contracts between such Funds and the Firm. Similar advisory services may be
available from other investment advisers at lower cost.

Performance-Based Arrangements

Please see Item 6 for a discussion of the performance-based arrangements payable to
affiliates of the Firm in respect of the Funds.

Other Fees

In connection with a particular Fund and its investments, the General Partner or the Firm
may receive transaction, management, investment banking, monitoring, closing, topping,
break-up, and other similar fees (“Other Fees”). If any, 100% of such Other Fees will be
applied to reduce the management fee for the following quarterly period (net of any
unrecouped expenses which the Firm or the General Partner has elected to pay on behalf
of such Fund), provided, that Other Fees shall not encompass any fees or other
compensation paid (whether in cash or in-kind) to the Firm or its affiliates in consideration
of it providing bona fide consulting or other similar services to clients, including entities
associated with an investment but shall encompass the portion of such consulting or other
similar fees allocable to such Fund’s investment in an investment; and provided, further,
that Other Fees shall not include any of the foregoing fees that the Firm has elected to share
with such Fund, but shall include any of the foregoing fees that the Firm or General Partner
has retained. To the extent such offsets would reduce the management fee for a given
quarterly period below zero, such offsets will be carried forward and reduce future
installments of the management fee. If upon termination of such Fund there remains any
unapplied balance of the management fee offset, the Firm will promptly refund to each
Investor a cash amount equal to the Investor’s prorated share of the unapplied balance of
the management fee offset, based on the share of the management fee funded by capital

contributions by such Investor or otherwise attributable to such Investor. For the avoidance
of doubt, any fees paid to the Funds in connection with investments will not be included in
Other Fees, but rather will be considered as investment proceeds that are subject to the
distribution provisions, as prescribed in the Offering Documents.

Expenses Applicable to the Funds

The Funds will generally be responsible for (and, as applicable, reimburse the Firm or the
General Partner for) all expenses relating to their own respective operations, including but
not limited to fees, costs and expenses directly related to the sourcing, investigation,
negotiation, structuring, purchase, ongoing monitoring and sale of investments, securities,
or other instruments, including without limitation, private placement fees, sales
commissions, appraisal fees, industry conference fees and expenses, taxes, investment-
related travel expenses (which are expenses incurred by the Firm or the General Partner
related to the sourcing, purchase or sale of, monitoring, or due diligence regarding, the
Funds’ investments, whether or not such investments are consummated), costs and expense
related to procuring data, including without limitation, third-party research costs,
subscriptions, and investment monitoring or analysis software, any currency hedging costs,
expenses of custodians, consultants, counsel and accountants, any insurance, indemnity or
litigation expenses, all costs of the Funds’ administration, including preparation of its
financial statements and reports to Investors (including such expenses incurred in
connection with any Offering Documents), compensation and expenses of the independent
members of the investment committee, costs of holding meetings with any of the partners
or the investor committee including all reasonable out-of-pocket expenses of incurred by
members of the investor committee, any taxes, fees or other governmental charges levied
against the Funds and any fees charged by administrative service providers, ongoing
regulatory expenses, including, without limitation, the fees and expenses associated with
any preparation and filings related to Form PF, CPO-PQR, AIFMD and other regulatory
...

ITEM 7 – TYPES OF CLIENTS

The Firm provides discretionary investment advisory services to the Funds, each a privately
offered pooled investment vehicle or fund of one, and not individually to the Investors in
the Funds. The Investors in the Funds are “accredited investors” in reliance upon the
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and Regulation D promulgated thereunder and the

Investors in the Funds also are “qualified purchasers”, as such term is defined in Section
2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), and the rules and regulations promulgated thereunder. In addition, the Firm may, in
the future, offer investment advisory services to other pooled investment vehicles,
investors, or separately managed accounts.

The Firm generally imposes an initial investment minimum to establish a client relationship
or to invest in the Funds, but may waive or change any such minimums in its discretion.
Investors or clients may also be subject to additional qualifications based on, among other
things, legal or regulatory requirements associated with the vehicle or investment strategy.
Account opening and maintenance requirements are described in more detail in the relevant
Offering Documents.