Newstone Capital Partners LLC

Fees and Compensation

Fee Schedules

All investors and prospective investors should review the Governing Documents of the relevant
Newstone Fund in conjunction with this brochure for complete information on the fees and
compensation payable with respect to a particular Newstone Fund. In certain circumstances,
different Newstone Funds are subject to different management fees and performance-based
compensation arrangements. Newstone reserves the right to exempt certain parties, including
employees, affiliates and related parties from all or a portion of the management fee. In limited
circumstances, the advisory fees payable to Newstone by individual investors in the Newstone
Funds may be negotiable. Investors and prospective investors in each Newstone Fund should
note that similar advisory services may (or may not) be available from other investment advisers
for similar or lower fees. All clients are “qualified purchasers” as defined in Section 2(a)(51) of
the Investment Company Act of 1940, as amended (the “Investment Company Act”), and
therefore Newstone has not included specific fee information in response to this Item.

Deduction of Fees; Timing of Payments; Termination

As a general matter, Newstone will charge and deduct management fees directly from the
Newstone Funds pursuant to the terms of the Governing Documents.

Payment of management fees is generally made quarterly in advance and in accordance with the
terms of the Governing Documents. Please refer to the Governing Documents of each of the
Newstone Funds for complete information on the timing of advisory fee payments. Where the

Governing Documents calculate management fees based on the amount of invested capital, the
amount of management fees generally will not be reduced based on reductions in investment
value, except where specified by the relevant Governing Documents. As a general matter,
management fees will be payable during term extensions unless otherwise agreed with investors.

The agreement pursuant to which Newstone provides advisory services to a Newstone Fund may
generally only be terminated upon the termination of the limited partnership agreement of such
Newstone Fund. Accordingly, the Governing Documents of each Newstone Fund do not contain
any provision for refunds of any advisory fees.

The Governing Documents provide that a Newstone Fund’s management fees will be calculated
and charged on a basis that is generally not tied to the Newstone Fund’s then-current net asset
value. As further specified in the Governing Documents, management fees generally will be
charged and calculated based on a formula tied to the amount of capital invested by the relevant
Newstone Fund (including, without duplication, amounts drawn down by the relevant Newstone
Fund under a credit facility to fund such investment) with respect to each investment, less (i) any
payments made with respect to the original principal of any outstanding debt securities, (ii) the
portion of such invested capital which has been subject to a disposition and (iii) the portion of
such invested capital which has been subject to a permanent write-down (such investments that
have been subject to a permanent write-down, “Impaired Value Investments”, also further
discussed below). Except where the Governing Documents expressly provide to the contrary,
management fees will not be reduced in whole or in part in the case of partial distributions (e.g.,
those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extra ordinary dividends or similar transactions.

The amount of management fees generally will not correspond with fluctuations in the value of
individual investments of the relevant Newstone Fund or such Newstone Fund’s net asset value
and will not be reduced in connection with any decrease (including a significant decrease) in fair
value or other event not constituting a payment made with respect to the original principal of any
outstanding debt securities or a disposition, except in the case of an investment which has been
determined to be an Impaired Value Investment.

Investors should expect to bear the full specified management fee rate in the Governing
Documents until they are reduced in the circumstances set forth in the Governing Documents or
otherwise by the relevant Newstone Fund’s General Partner.

To the extent specified in a Newstone Fund’s Governing Documents, Newstone will be
permitted to receive certain transaction fees and other amounts (“Transaction Fees”) consisting
of: (i) transaction fees, investment banking fees, placement fees or commitment fees paid by any
portfolio company and (ii) advisory fees, monitoring fees, consulting fees, directors fees or other
similar fees paid by any portfolio company; and (iii) other designated net fee payments received
by Newstone or its partners or personnel from portfolio companies or prospective portfolio
companies. A Newstone Fund’s Governing Documents generally will provide that Transaction
Fees received by Newstone and attributable to a Newstone Fund’s investment in a portfolio
company will be credited against management fees otherwise owed to Newstone in a specified
percentage (e.g., 100% of such amount allocable to unaffiliated investors). The remaining
amount of such Transaction Fees will be retained by Newstone. To the extent that such an offset

credit would reduce the management fee for the relevant period below zero, the credit will be
carried forward for future application against subsequent management fees and if a credit
remains upon liquidation Newstone is expected to retain the benefit, except where the Governing
Documents require payment to be made to limited partners that have not elected to waive such
amount (e.g., where an adverse tax consequence potentially will result).

The receipt of such Transaction Fees from, on behalf of or with respect to co-investors in an
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Types of Clients

Newstone provides advice solely to the Newstone Funds, each of which is a pooled investment
vehicle. References through this brochure to “clients” and to Newstone’s related duties to and
practices on behalf of its clients and/or investors should be construed accordingly. The limited
partners of the Newstone Funds generally include high net worth individuals, corporations, funds
of funds, financial institutions, endowments, foundations, trusts, estates, sovereign wealth funds,
public and private pension and profit sharing plans.

Newstone 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
certain Newstone Funds and/or investors. Prospective investors are requested to refer to the
Governing Documents of the applicable Newstone Fund for complete details on any AIV that
may be established by such Newstone Fund and such Newstone Fund’s ability to make
investments through AIVs.

Minimum Investment Requirements

Newstone and its related persons require that each limited partner in each of the Newstone Funds
be an “accredited investor” as defined in Regulation D under the U.S. Securities Act of 1933, as
amended (the “Securities Act”) and a “qualified purchaser” as defined in Section 2(a)(51) of the
Investment Company Act.

In general, the minimum investment commitment required of an institutional limited partner to
participate in a Newstone Fund is $5,000,000; however, the general partner of each Newstone
Fund has discretion to increase or reduce the minimum investment commitment. Investors are
requested to refer to the Governing Documents of each Newstone Fund for complete information
on minimum investment requirements for participation in a particular Newstone Fund.

Methods of Analysis, Investment Strategies and Risk of Loss

Investment Strategy

As noted above, Newstone’s primary investment strategy is to seek high risk-adjusted returns
with the potential for longer-term capital appreciation by making investments primarily in larger
middle-market companies in a variety of industries, locations, stages and styles, through
subordinated debt or preferred stock with some form of equity participation, as well as senior
notes, second-lien debt or high-yield bonds.