Next Management Advisors LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
NEXT Management is generally compensated for its investment advisory services to each
Fund by Management Fees (“Management Fee” or “Management Fees”).

For NEXT Investors LLC (“NEXT I”), the Management Fee is payable quarterly in arrears and
is determined as follows:

During the Investment Period (as defined in the operating agreement of NEXT I), the
Management Fee was an amount equal to two percent (2.0%) per annum of total capital
commitments, as of the last day of the fiscal quarter immediately preceding the relevant date
of payments; and after the Investment Period,

     1. with respect to secondary investments and any follow-on investments for one year
        following the termination of the Investment Period, the Management Fee is one
        percent (1.0%) per annum of aggregate carrying value for secondary investments,
        that have not been subject to a disposition, as of the last day of the fiscal quarter
        immediately preceding the relevant date of payment, and thereafter, 0%.

     2. with respect to new investments and any follow-on investments, two percent (2.0%)
        per annum of aggregate carrying value for new investments, or any portion thereof,
        that have not been subject to a disposition, as of the last day of the fiscal quarter
        immediately preceding the relevant date of payment.

For NEXT Investors II, LP (“NEXT II”) the Management Fee is payable quarterly in advance
and is determined as follows:

     1. From January 1, 2024 until December 31, 2025, the Management Fee is One Million
        One Hundred Twenty-Five Thousand Dollars ($1,125,000) (i.e., $4,500,000 per
        annum,) calculated with respect to each limited partner, an amount equal to the
        product of $1,125,000 er quarter, multiplied by such limited partner’s “Prior
        Management Fee Share” (meaning, with respect to any limited partner, a fraction (a)
        the numerator of which is the aggregate amount of management fees such limited
        partner was obligated to pay, pursuant to NEXT II’s amended and restated limited
        partnership agreement dated March 31, 2017 (the “First A&R LPA”), in respect of the
        fiscal quarter ending December 31, 2022 and (b) the denominator of which is the
        aggregate amount of management fees that all of the NEXT II limited partners were
        obligated to pay, pursuant to the First A&R LPA, in respect of the fiscal quarter ending
        December 31, 2022).

     2. From January 1, 2026, and thereafter until the end of NEXT II’s term, the Management
        Fee shall be equal to the product of 0.5% per quarter (i.e., 2.0% per annum) multiplied
        by such limited partner’s aggregate pro rata ownership percentage of all investments
        held by NEXT II as of the last business day of the prior fiscal quarter.
For NEXT Investors III, LP (“NEXT III”) the Management Fee is payable quarterly in advance
and is determined as follows:

                                                                             Part 2A of ADV:
                                                      NEXT Management Advisors, LLC Brochure

    1. The Management Fee initially will be 2.0% of the aggregate capital commitments,
       payable in advance on a quarterly basis from the Initial Closing until the last day of
       the fiscal quarter during which the earliest of the following occurs:

    2. (A) the fifth anniversary of the Final Closing Date; and (B) the date on which the
       Successor Fund makes its first payment of a management Fee to the investment
       manager of such Successor Fund or a designated affiliate thereof.

For each 12-month period thereafter, the Management Fee will be 2.0% of an amount equal
to the cost basis of investments in Portfolio Companies that have not been disposed of by
the Fund at such time. The General Partner reserves the right to not charge any or all
Management Fees pursuant to a letter agreement, side letter or other writing, at such times
and in such amounts as the General Partner determines in its discretion.

Source of Payment

NEXT Management shall have discretion to satisfy the Management Fees due from net
proceeds or any other funds or other assets of the Fund that are distributable to Investors
pursuant to the terms hereof, provided that NEXT Management may not make a drawdown
of capital contributions to pay Management Fees.

Management Fee Offsets.

In the case of NEXT I, as of each Management Fee payment date, there shall be calculated the
excess (such excess being referred to as the “Credit Amount”) of (i) the sum of (A) 100% of
NEXT I’s allocable share of any Special Income (as described below), and (B), 100% of any
excess fund expenses paid during such period. The Management Fee on any particular
Management Fee payment date shall be reduced on a dollar for dollar basis up to the Credit
Amount, if any, determined as of such payment date; provided that in no event shall the
Management Fee be reduced to less than zero. In the event the credit amount exceeds the
Management Fee payable for any applicable period, subsequent Management Fees shall be
reduced by such excess amount until such excess amounts are utilized fully in reducing
Management Fees. NEXT Management shall pay, to NEXT I any credit amount that exists upon
the final distribution of NEXT I or otherwise at the end of the term, and NEXT I in turn shall
distribute such amount to the Investors pro rata according to their relative capital
commitments.

Any director’s fees, consulting fees, commitment fees, success fees, transaction fees,
monitoring fees, salaries or remuneration and/or other fees paid in respect of any portfolio
investment held by NEXT I (as well as any break-up fees, reverse break-up fees and similar
fees paid by any third-party in connection with any potential investment or divestiture by
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Item 7 – Types of Clients

NEXT Management’s Clients are the Funds (each, a “Client” and collectively, the “Clients”),
which operate as exempt investment pools under the Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder (the “Investment Company
Act”). The investors participating in each Fund include individuals, investment entities,
endowments, , family offices, trusts, estates or charitable organizations or other corporations
or business entities. Generally, an investor in a Fund must be an “accredited investor” within
the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, and unless waived in the discretion of a
General Partner, a “qualified purchaser” as defined in Section 2(a)(51) of the Investment
Company Act. The minimum investment commitment for each of the Funds are not the same
and range from $250,000 to $5 million, however a General Partner may permit investments
below the minimum amount set for in the relevant Governing Documents and minimum
investment commitments are typically established for each investor.

      Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss                        Commented [MP1]: Jeff/Greg: General guidance - Consider
                                                                                                  reviewing the disclaimer language in Item 8 of the ADV Part 2A,
                                                                                                  specifically those tied to geopolitical events that may potentially
A.     Methods of Analysis                                                                        impact the funds/fund investments.

NEXT Management’s primary methods of analysis are fundamental, technical, and cyclical
analysis using research materials prepared by others; corporate rating services; timing
services; annual reports, prospectuses, filings with the SEC; and company press releases.
B.     Investment Strategies
NEXT Management’s investment strategy seeks to drive operational transformation across
private, growth-oriented companies that serve the institutional and capital markets segment
of financial services. NEXT Management seeks to provide companies that it believes have
stable fundamentals and well-demonstrated performance with additional capital to enhance
growth beyond the capabilities of internally generated cash flow. NEXT Management seeks
to pursue businesses that it believes (i) are fundamentally stable, (ii) have talented
management, and (iii) exhibit substantial growth potential through strategically
repositioning a product/service offering. NEXT Management seeks opportunities where
founders want a targeted list of qualified partners, rather than pursue a broad auction
process. Through a highly collaborative approach, NEXT acts as a partner with management
to develop a plan to enhance the areas of (i) strategic planning, (ii) leadership development,
(iii) infrastructure, and (iv) add-on acquisitions to increase a company’s capability and
scalability and generate outperformance. NEXT Management’s Investment Committee
(“Investment Committee”) is comprised of Alan Freudenstein and Greg Grimaldi. The

                                                                              Part 2A of ADV:
                                                       NEXT Management Advisors, LLC Brochure

Investment Committee generally meets as necessary to discuss existing and prospective
investments.
C.      Risks of Investments and Strategies Utilized
There can be no assurance that NEXT Management will achieve the investment objectives of
any Fund and a loss of investment is possible. Certain risks relating to the Investment
Strategies of the Funds involves a significant risk of loss that investors should be prepared to
bear, including, but not limited to, the risk summarized below:

Investments in Private Companies. The Fund’s investment portfolio is expected to consist
primarily of securities issued by privately held companies, and operating results in a specified
period will be difficult to predict. Such investments involve a high degree of business and
financial risk that can result in substantial losses.

Future and Past Performance; Loss of Principal. Prospective investors should understand
that an investment in a Fund does not represent an interest in any investment or investment
portfolio of any other Fund managed by NEXT Management. Information about the prior
performance of a Fund is not necessarily indicative of another Fund’s future results, and there
can be no assurance that such Fund will achieve comparable results. An investor should not
rely on any expectation and there can be no assurance that the risk/return profile of an
investment in a Fund will resemble that of another Fund managed by NEXT Management. An
investor should only invest in a Fund as part of an overall investment strategy, and only if the
investor is able to withstand a total loss of its investment in such Fund. While NEXT
Management and/or its affiliates intend for the Fund to make investments that have
estimated returns commensurate with the risks undertaken, there can be no assurances that
any targeted internal rate of return will be achieved. With respect to any of the Funds’
investments, loss of principal will be possible.

All investing involves a risk of loss.

Legal, Tax and Regulatory Risks:

Legal, tax and regulatory developments may adversely affect an investment vehicle during
the term of the investment. In addition, the securities and futures markets are subject to
comprehensive statutes, regulations and margin requirements, other regulators and self-
regulatory organizations and exchanges authorized to take extraordinary actions in the event
of market emergencies. The regulation of derivatives transactions and funds that engage in
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