NMS Capital Services LLC

Item 5: Fees and Compensation

General
NMS or one of its affiliates typically receives compensation from the Funds in the form of management
fees, carried interest allocations, and certain other fees or expenses related to transactions (see below). The
recipients of this Brochure should refer to the detailed information found in the Limited Partnership
Agreements for specific information about the fees earned by NMS and its affiliates or the General Partners
and the expenses to be paid by the Funds and, indirectly, by the Limited Partners.

Management Fees
The Limited Partnership Agreements provide for the Funds to pay a management fee to NMS’ affiliates
for managing the affairs of the Funds. In the case of NMS Fund, the management fee was a pre-determined
annual amount paid quarterly through the sixth anniversary of the formation (December 1, 2016); after that
date no management fees are charged to NMS Fund. In the case of NMS Fund II, NMS Fund III, NMS
Fund IV and NMS Fund V, the management fee per annum is equal to 2.0% of the Limited Partner’s capital
commitments or actively invested capital. The management fee is paid by the Funds quarterly in advance.
Any fees payable in advance will be prorated and reimbursed to an Investor to the extent an Investor is
required to withdraw pursuant to the terms set forth under the Limited Partnership Agreements.

As part of NMS’ “management profits interest” program, NMS may, in its sole discretion and from time
to time, elect to waive, in whole or in part, the management fee with respect to any Limited Partner, and
such waived fee amounts will be used to fund capital contributions (and thereby reduce aggregate unfunded
commitments) of the respective General Partner, its partners and their affiliates by an equivalent amount.
NMS will receive a share of profits, if available, in an amount equal to this notional investment and profit
thereon.

Fee Base/Writedowns
In general, following the investment period defined in the applicable Limited Partnership Agreements, the
management fee will be based upon capital commitments funded in respect of portfolio investments that
have not been the subject of a disposition or a permanent write-down, and will be payable in advance based
on the amount of such funded capital commitments as of a management fee payment date as defined in the
applicable Limited Partnership Agreements. Depending on the circumstances, NMS may be afforded
substantial discretion in determining whether or not the value of a particular portfolio investment should be
permanently written down. As a result, NMS has an incentive to (i) make more speculative investments prior
to the end of such investment period and/or any management fee payment date, (ii) hold investments, or
retain and not distribute proceeds longer, or (iii) postpone the decision to dispose of or permanently write
down the value of an investment, in each case than it otherwise would have if the management fee were
solely based on capital commitments. NMS and its personnel’s capital commitments to a Fund should tend
to reduce this incentive.

In addition, under the Limited Partnership Agreements, NMS is afforded discretion to determine the timing
and nature of certain transactions and characterize the proceeds received in respect thereof, and will at times
have a conflict of interest in making such determinations. By way of example, in the event of a partial
disposition of a portfolio investment, NMS has the ability to determine, in an equitable manner, the portion
of the investment that has been disposed of and the capital contributions of investors that are attributable to
such portion. NMS may have an incentive to make these allocations in a way that benefits the timing of
NMS’s ability to receive, carried interest. In addition, at certain times and in certain circumstances involving
transactions that do not entail the disposition of shares or other securities relating to a portfolio investment,
such as certain recapitalizations, extraordinary dividends or similar events, NMS may elect to treat all or
any portion of the proceeds of such transactions as a return of capital (and potentially receive carried interest
on such amounts) while not reducing the amount of actively invested capital upon which the management
fee is calculated.

Form ADV Part 2 | NMS                                                                             March 2026

Carried Interest Allocations
The Funds are also subject to a carried interest of up to 20% of profits on distributions derived from the
disposition of investments or securities (following a preferred return of 8% to Investors), which is paid to
the General Partners. The General Partner reserves the right to waive or reduce carried interest for certain
Limited Partners (including any Limited Partner that is an affiliate of a General Partner or its employees,
members, partners or principals).

Other Fees
NMS, the General Partners and/or any of their respective affiliates (and any of the foregoing’s respective
partners, members, shareholders or employees or any person acting on behalf of NMS, the General Partners
or the Funds or any of their respective affiliates) (collectively “NMS Persons”) may also receive fee income
paid by portfolio companies or other third parties, including monitoring fees, consulting fees, directors’
fees (whether in the form of cash, securities, or otherwise), break-up fees, service fees, or other similar fees
received with respect to investments or proposed investments by NMS, the General Partners, or any affiliate
of the foregoing (collectively, “Other Fees”).

Under the terms of the Limited Partnership Agreement for NMS Fund, management fees were reduced by
an amount equal to 80% of NMS Fund’s share of Other Fees received by NMS Persons during the previous
quarter. Following December 1, 2016, an amount equal to 40% of NMS Fund’s share of Other Fees
...

Item 7: Types of Clients
 NMS provides discretionary management and advisory services directly and through related persons to
 privately offered funds that invest primarily in private equity. Investors in the Funds include state
 retirement systems, other pooled investment vehicles, high net worth individuals, and trusts.

 All investors will be required to meet certain suitability qualifications, such as being an “accredited
 investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act and most
 investors will also be required to be either “qualified purchasers” within the meaning of the Investment
 Company Act of 1940 (the “1940 Act”), as amended, or “knowledgeable employees” per Rule 3c-5 of the
 1940 Act.