Next Legacy Management LLC

ITEM 5. Fees and Compensation

Investors and prospective Investors were provided a PPM and/or operating agreement prior to their
investments. Such governing documents contain a detailed description of fees, and Investors should refer to
the relevant governing documents for any questions relating to fees.

MANAGEMENT FEES
Next Legacy will generally receive annual management fees from the Funds which range from 0.75%-1.50% of
capital commitments or remaining capital invested. Management Fees are typically reduced during the life of a
Fund. Investors may not choose to be billed directly. Management fees applicable to Investors are paid quarterly
in advance. Investors may not withdraw from their respective Fund, and may not transfer any of their interest,
rights or obligations under the Fund without the prior written consent of Next Legacy. As such, the ability to get
a refund on fees is not relevant to clients and Investors of Next Legacy.

The advisory fees and other fees described herein are generally subject to modification, waiver or reduction by
Next Legacy or the respective general partner in its sole discretion, both voluntarily and on a negotiated basis
with selected Investors via side letter and other arrangements. Certain Investors in the Funds that are
employees, business associates and other “friends and family” of Next Legacy or its personnel will not typically
pay management fees in connection with their investment in a Fund.

CARRIED INTEREST
From certain Funds, Next Legacy generally receives a profit allocation equal to a percentage of the net income
allocated to each Investor for the year, but only to the extent net income allocated to that Investor exceeds any
cumulative losses that were allocated to that Investor for earlier periods and that have not been recovered.
This “carry” or profit allocation is generally between 5-10% for any fund investments and between 15-20% for
any direct investments, and is typically made at the end of each calendar year.

The Managed Accounts are subject to different terms and fees as such fee arrangements and terms are
individually negotiated between Next Legacy and the respective Managed Account.

GENERAL FUND EXPENSES
The Funds shall indirectly bear, by way of the management fee, the normal operating expenses of the Funds.
Such normal operating expenses to be paid with the management fee shall include, without limitation,
expenditures on account of salaries, wages, business travel, business entertainment, and other expenses of the
Funds’ employees and Next Legacy’s members and employees, rentals payable for space used by Next Legacy

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or the Funds, and generally expenses incurred in investigating and evaluating investment opportunities and in
managing investments of the Funds (including costs for software used in investigating and evaluating firms).

As set forth in the applicable governing documents of the Funds, each Fund may generally bear expenses that
include all fees, costs, expenses, liabilities and obligations relating to the Fund and/or its activities, business,
portfolio companies or actual or potential investments expenses, obligations attributable to:

      Activities with respect to the structuring, negotiating, consummating, financing, managing, monitoring,
       operating, holding, restructuring, trading, taking public or private, valuing, liquidating, or otherwise
       disposing of, as applicable, the Fund’s portfolio companies and its actual and potential investments
       (including follow-on investments) or seeking to do any of the foregoing (including any associated fees
       from third parties such as legal, financing, transaction or other fees and expenses payable to attorneys,
       accountants, investment bankers, lenders, third-party diligence software and service providers,
       consultants and similar professionals in connection therewith and any fees and expenses related to
       transactions that may have been offered to co-investors), whether or not any contemplated transaction
       or project is consummated and whether or not such activities are successful;
      Indebtedness of, or guarantees made by, the Fund, the general partner or any “affiliated partner” on
       behalf of the Fund (including any credit facility, letter of credit or similar credit support), including interest
       with respect thereto, or seeking to put in place any such indebtedness or guarantee;
      Financing, commitment, origination and similar fees and expenses;
      Legal, accounting, auditing, administration (including fees and expenses associated with the Fund’s third-
       party administration or reporting software, if any), information, advisory, consulting (including consulting
       and retainer fees and other compensation paid to senior advisors, consultants performing investment
       initiatives and other similar consultants), tax and other professional services;
      Directors and officers liability, errors and omissions liability, crime and cyber coverage and general
       partnership liability premiums;
      Filing, title, transfer, registration and other similar fees and expenses;
      Printing, communications, marketing and publicity;
      The distribution or filing of Fund-related or investment-related financial statements or other reports to
       limited partners;
      Any web portal, extranet tools, computer software or other administrative or reporting tools (including
       subscription-based services) for the benefit of the Fund or the limited partners;
      Any activities with respect to protecting the confidential or non-public nature of any information or data;
      Indemnification (including any fees, costs and expenses incurred in connection with indemnifying any
...

ITEM 7. Types of Clients

Next Legacy provides investment advisory services to pooled investment vehicles operating as private
investment funds and to separately managed account clients, which are also private investment funds.

Generally, the minimum capital commitment of an Investor is $1,000,000 in a Next Legacy Fund/LV Fund and
ranges from $250,000 to $500,000 in the NPC Funds, subject to waiver by Next Legacy.

The Managed Accounts and SPVs are subject to different terms and fees than the other Advisory Clients. Such
fee arrangements and terms are individually negotiated. It should be noted that any Managed Account
relationships/SPVs are generally subject to significant account minimums.

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