Northwestern Mutual Investment Management Company LLC

Item 5.         Fees and Compensation

NMIMC does not have a standard advisory (or management) fee schedule for clients. Fees payable by
each client are individually negotiated at the time NMIMC and the client enter into an advisory contract.
Accordingly, NMIMC may negotiate and charge different fees for different client accounts. Fees are based
on the individual needs of each client and vary depending on client investment objectives and needs, and
the specific services we are to provide.

Separately Managed Accounts

NMIMC receives management fees from its separately managed account clients based on a percentage
of a client's net assets under management, and computed based on the value of assets under
management, in accordance with the terms of the investment management agreements with the client.
NMIMC’s separately managed account clients currently consist of Northwestern Mutual affiliated
accounts, including its general account and a separate account, certain wholly owned subsidiaries for their
capital accounts, and the Foundation. For certain Northwestern Mutual affiliated accounts, NMIMC has
appointed external managers who serve as sub-advisers and are responsible for the day-to-day
investment management, the implementation of investment strategies and the selection of specific
investments. In these instances, NMIMC’s advisory role is to oversee the external managers and their
management of the portfolios they manage. NMIMC typically pays the external manager fees from its
advisory fee in accordance with the investment sub-advisory agreement between NMIMC and the
external manager.

The advisory fees are typically computed by Northwestern Mutual and accrued monthly and are payable
quarterly in arrears no later than thirty days after the end of each calendar quarter. Separately managed
account clients typically do not pay advisory fees in advance. For a discussion of NMIMC's valuation policy,
see "Additional Information," below.

Private Funds – Fees

Management Fee
NMIMC receives management fees from its Private Fund clients in accordance with their respective Fund
Documents. These management fees are generally computed based on each partner’s invested capital in
the Private Fund. More information about the fees paid by the Private Funds is summarized below and
described in and qualified by the applicable Fund documents.

A Private Fund’s management fees are typically set at the Private Fund’s first close as set forth in the Fund
Documents and are generally non-negotiable after such date. However, management fees are subject to
negotiation on an individual basis with the Private Funds’ investors during the fundraising period of the
applicable Private Fund subject to the discretion of the Private Fund’s general partner in accordance with
the applicable Fund Documents. Individually negotiated fees with a Private Fund investor will be reflected

in a side letter. See Items 4 and 11 for more information on side letters. Accordingly, management fees
may differ from one Private Fund to another, as well as among investors in the same Private Fund. NMIMC
may elect to waive all or a portion of any future management fees payable by certain Private Funds or
investors. In addition, any employee vehicle that invests in the Private Funds will not pay fees or carry or
vote its interest, as permitted by the terms of the applicable Private Fund’s Fund Documents.
Management fees borne by investors of the Private Funds are summarized below. Detailed information
regarding management fees is contained in the relevant Private Fund’s Fund Documents. Investors should
not consider an investment in a Private Fund without fully understanding the Private Fund’s management
fee structure.

    a. Northwestern Mutual Funds – In general, it is expected the Northwestern Mutual Funds will pay
       NMIMC an annual fee of 1.50%, payable semi-annually in arrears, representing a percentage of
       aggregate contributions made by the limited partners of the funds, minus contributions made
       with respect to investments (or the portion thereof) which have been disposed of or written off
       as a result of a permanent decline in the value of the investment. This fee is reduced by each
       fund's proportionate share in any directors', financial consulting or transaction fees and any
       break-up fees from transactions not completed, in each case, paid to NMIMC or its affiliates with
       respect to any of such fund's investments.

    b. NMC Co-Invest Funds – Limited partners in the NMC Co-Invest Funds, with the exception of JCAF
       VI, pay NMIMC an annual fee ranging from 0.50% to 1.00%, payable semi-annually in arrears,
       representing a percentage of aggregate contributions made by the limited partners of the funds,
       minus contributions made with respect to investments (or the portion thereof) which have been
       disposed of or written off as a result of a permanent decline in the value of the investment. This
       fee is reduced by each fund's proportionate share in any directors', financial consulting or
       transaction fees and any break-up fees from transactions not completed, in each case, paid to
       NMIMC or its affiliates with respect to any of such fund's investments. In general, limited partners
       in JCAF VI pay NMIMC an annual fee ranging from 1.25% to 1.50%, payable quarterly in advance,
       generally based on each partner’s invested capital. Except as otherwise agreed with a limited
       partner, typically the unused portion of the management fee would be refunded in the event the
       limited partnership agreement is terminated prior to the end of the billing period.

    c. Northwestern Mutual Capital Private Equity Partners, LP – Limited partners in the NMCPEP pay
       NMIMC an annual management fee of 1.00% on net invested capital during the initial term of
...

Item 7.         Types of Clients

NMIMC’s advisory clients, all of which are institutional investors, currently consist of: (i) Northwestern
Mutual which is NMIMC’s largest client, for (a) its general account and (b) a separate account that serves
as a funding vehicle for annuity contracts held by Northwestern Mutual’s benefit plans; (ii) the capital
accounts of certain wholly-owned subsidiaries of Northwestern Mutual; (iii) the Foundation,
Northwestern Mutual’s charitable foundation; and (iv) certain private investment funds (described under
“Private Funds” and “CLOs” in Item 4 above).

Separately Managed Accounts

NMIMC’s separately managed account clients currently consist of Northwestern Mutual affiliated
accounts, including its general account and a separate account, certain wholly owned subsidiaries for their
capital accounts, and the Foundation, Northwestern Mutual’s charitable foundation. NMIMC accepts new
institutional separately managed account clients infrequently and pursuant to individually negotiated
advisory contracts. Therefore, requirements for opening or maintaining an institutional separately
managed account have not been established.

Private Funds

NMIMC provides portfolio management services to the Private Funds. Investment advice is provided
directly to the Private Funds, subject to the supervision of the general partner of each such Private Fund
and not individually to the limited partners of such Private Funds. For Private Fund clients, the
requirements for the opening and maintenance of accounts are described in the applicable Fund
Documents, including the limited partnership agreement.

Interests in the Private Funds are and will be offered pursuant to applicable exemptions from registration
under the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of
1940, as amended (the “Investment Company Act”). Investors in the Private Funds are expected to include
institutional investors such as pension and profit-sharing plans, university endowments, sovereign wealth
funds, charitable organizations and other entities, and may include other types of investors such as high
net worth individuals and other entities.

Northwestern Mutual Funds
Limited partnership interests in the Northwestern Mutual Funds are offered and sold to persons who are
“accredited investors” within the meaning of Regulation D under the Securities Act and “qualified
purchasers” within the meaning of Section 3(c)(7) of the Investment Company Act. In addition, other legal
eligibility requirements must be met. Investors in the Northwestern Mutual Funds are expected to include
high net worth individuals and qualifying entities. Interests in the Northwestern Mutual Funds are made
available to eligible investors on Northwestern Mutual’s brokerage and wealth management platforms to
qualifying investors. The minimum commitment by a limited partner of the Northwestern Mutual Funds
is generally $100,000, however the general partner, in its sole discretion, may permit investments that
are less than the minimum investment commitment set forth in the applicable Fund Documents.

Northwestern Mutual Capital Private Equity Partners, LP
The NMCPEP is only available to Northwestern Mutual and its affiliates and AlpInvest Partners B.V. and
its affiliates. The limited partnership was established to purchase certain private equity interests from
Northwestern Mutual and its affiliates, which retained a minority interest in the investments. The
NMCPEP Fund is a joint venture partnership with AlpInvest and NMIMC on behalf of Northwestern Mutual
and its affiliates. The NMCPEP Fund is not available to any other clients or investors.

NMC Co-Invest Funds
The NMC Co-Invest Funds are available to eligible and qualified investors, which typically include institutional
investors. Minimum commitments by the limited partner in the NMC Co-Invest Funds are described in the
applicable Fund Documents.

The general partners of the Private Funds are also generally permitted from time to time to establish fund
entities 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 Fund Documents of the related Private Fund.

CLOs

NMIMC provides portfolio manager and collateral manager services to the CLOs. Investment advice is
directed to each CLO and not individually to CLO noteholders. CLO notes are and will be offered pursuant
to applicable exemptions from registration under the Securities Act and the Investment Company Act.
Investors in CLO notes generally include institutional investors such as insurance companies, asset
managers, and other entities.