Next Horizon Capital LP

ITEM 5 - FEES AND COMPENSATION

         Except as otherwise specified in the Governing Documents, Next Horizon receives a
management fee and carried interest in connection with the provision of advisory services to its
clients. Next Horizon or affiliates receive additional compensation in connection with management
and other services performed for portfolio companies of the Funds and such additional
compensation will offset in whole or in part the Management Fees (as defined below) otherwise
payable to Next Horizon to the extent provided by the Governing Documents. Investors in a Fund
also bear certain expenses.

Management Fees

       All investors and prospective investors should review the Governing Documents of each
Fund in conjunction with this Brochure for complete information on the fees and compensation
payable in connection with a particular Fund. Different Funds are subject to different management

fees (“Management Fees”) on aggregate investor capital commitments (“Commitments”) and
performance-based compensation arrangements.

        As described in the Governing Documents, the Funds generally will pay Next Horizon
quarterly in advance a Management Fee equal to 2.00% on an annual basis of Commitments by
non-affiliated investors. Investors participating in a closing after a Fund’s initial closing date bear
the Management Fee from the initial closing date, generally in addition to an interest component
payable to Next Horizon or an affiliate. Upon a date specified in the Governing Documents (the
“Stepdown Date”), the Management Fee will be reduced and will equal 2.0% of (a) the aggregate
investment contributions with respect to investments that have not been disposed of plus the
aggregated amount of unapplied waived Management Fee, as reduced by (b) permanent write
downs and distributions constituting returns of capital. The Management Fee will be payable until
proceeds from all portfolio investments are distributed or until Next Horizon’s relationship with
the relevant Fund is terminated for other reasons (as described in the Governing Documents).
Installments of the Management Fee payable for any period other than a full three-month period
are adjusted on a pro rata basis according to the actual number of days in such period. As a general
matter, Management Fees will be payable during term extensions unless otherwise agreed with
investors.

        As is generally the case in private equity funds, the Governing 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 Governing Documents, from the
effective date of the relevant Fund until 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 (including interest expenses) and the amount of any capitalized
Transaction Fees (as defined below) or expenses, including costs of operating partners) made by
the relevant Fund relating to investments that have not been realized or disposed of or completely
written off for U.S. GAAP purposes (such investments, “Impaired Value Investments”). Due to
differences in the criteria set forth in their respective Governing 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 Governing Documents but not
those of one or more other Funds.

        Under the Governing 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 Governing 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 Governing 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 Governing 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 or similar
...

ITEM 7 - TYPES OF CLIENTS

         Next Horizon provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Next Horizon’s related duties to and practices on
behalf of its clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds generally include individuals, banks or thrift institutions,
other investment entities, university endowments, sovereign wealth funds, family offices, pension
and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, principals or other personnel of Next Horizon and
its affiliates and members of their families, operating partners or other Service Providers retained
by Next Horizon or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

       The Funds generally have a minimum investment amount of $5,000,000 for third-party
investors, and Fund interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable Next Horizon personnel). Next Horizon generally is permitted to waive such
minimum investment amount in the description of the relevant General Partner.