NovaQuest Capital Management LLC

Item 5 – Fees and Compensation

The Adviser generally receives Advisory Fees and Carried Interest from a Fund, though certain Funds do
not pay Advisory Fees, or pay Advisory Fees only indirectly through their investments in other Funds.
Certain Funds and/or Portfolio Companies also make other payments to the Adviser or its affiliates for
services provided to the Portfolio Companies, which, in certain circumstances, reduce the Advisory Fees
payable to the Adviser. Additionally, in accordance with and subject to the Governing Documents of a
Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with
the services provided to the Fund and/or its Portfolio Companies. Further details about fees and expenses
are set forth in this Item 5. Please see Item 6 below for further details regarding Carried Interest.

A.         Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser generally
receives from each Fund Investor indirectly through the Fund an advisory fee, typically calculated based
on committed capital or remaining invested capital, with respect to such Fund. Advisory Fees paid by
certain Funds are reduced by other fees or compensation received by the Adviser or its affiliates that relate
to such Fund’s activities and investments and/or by certain excess organizational or other expenses borne
by such Fund, as described in more detail below.

Certain Fund Investors that are principal executive officers, partners, employees, and other personnel of
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the Adviser (“Supervised Persons”), business associates and other “friends and family” of the Adviser, its
affiliates or their personnel (collectively “Related Persons” and collectively as Fund Investors “Adviser
Investors”) do not pay Advisory Fees in connection with their investment in a Fund. Notwithstanding that
Adviser Investors will generally not pay Advisory Fees, Adviser Investors will generally pay for their pro rata
share of certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will be allocated
to the Adviser or the general partner of the applicable Fund.

As Fund Investors are made aware, the precise amount of, and the manner and calculation of, the Advisory
Fees for each Fund Investor are established by the Adviser and the general partner of the applicable Fund,
as modified by negotiations with Fund Investors, and are set forth in such Fund’s Governing Documents
and/or other documentation received by each Fund Investor prior to investment in such Fund. In addition,
the Adviser enters into certain economic, fee-sharing, and/or other arrangements with respect to one or
more Fund and/or certain Fund Investors therein, the rights of which generally will not be made available
to other Funds or to other Fund Investors within such Fund. The Advisory Fees and other fees and
distributions described herein are generally subject to modification, waiver or reduction by the Adviser
and/or the general partner of the applicable Fund, both voluntarily and on a negotiated basis with select
Fund Investors via Side Letters, which are generally not disclosed to other Fund Investors. The fee
structures described herein are subject to being modified from time to time. Fees differ from one Fund to
another, as well as among Fund Investors in the same Fund.

The Advisory Fees paid by Fund Investors will generally be reduced by: (1) the amount of fees and
expenses paid by such Fund in connection with the organization of such Fund that exceed a limit specified
in such Fund’s Governing Documents, (2) the amount of any placement agent fees paid by such Fund,
and/or (3) Portfolio Company Remuneration (as defined below), in each case, subject to and in accordance
with the Governing Documents of the applicable Fund. The amount and manner of such reduction, if any,
is set forth in the Governing Documents of the applicable Fund. To the extent a reduction relates to more
than one Fund, the Adviser will allocate the resulting Advisory Fee reduction among the applicable Funds
in its discretion in a manner determined to be fair and reasonable, subject to the applicable Governing
Documents, including in proportion to their relative capital commitments, or, in the case of Portfolio
Company Remuneration that relates to a Portfolio Company investment shared by more than one Fund, in
proportion to their relative investment amounts in the applicable Portfolio Company. If a Fund does not
pay any Advisory Fees, then any reduction in Advisory Fees will not benefit such Fund. Without limiting
the generality of the foregoing, to the extent Portfolio Company Remuneration relates to the allocable
capital invested by a Fund, co-investment vehicle (“Co-investment Vehicle”), or third-party co-investor
(“Co-investor”) that does not pay Advisory Fees (or capital committed by a Fund Investor that does not
pay Advisory Fees), such Portfolio Company Remuneration is generally retained by the Adviser, in which
case such amounts will not offset any Advisory Fee.

B.         Payment of Advisory Fees

In accordance with and subject to each Fund’s Governing Documents, the Adviser generally charges
Advisory Fees directly to Fund on a quarterly basis in advance. Such Advisory Fees are deducted directly
from Fund assets or called as capital from such Fund Investors. Accordingly, Advisory Fees paid by a Fund
are indirectly borne by Fund Investors.

C.         Other Fees and Expenses
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Adviser Expenses

As provided in a Fund’s Governing Documents and except as generally described below under “Fund
Expenses,” the Adviser pays certain expenses and costs associated with the performance of its services,
including office space, utilities, and telephone and other facilities of its business and salaries, employee
benefits, fees and expenses of Supervised Persons (and as related to Funds specifically, exclusive of
...

Item 7 – Types of Clients

The Adviser currently provides investment supervisory services to Clients. Investment advice is provided
directly to the Clients (subject to the direction and control of the general partner of each Client, if
applicable) and not individually to Fund Investors.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Fund Investors are generally “qualified purchasers” as defined in the 1940
Act, and include, among others, high net worth individuals, single family offices, multiple family offices,
institutional investors, pension and profit-sharing plans, university endowments, sovereign wealth funds,
operating corporations, funds of funds, and other legal entities.

The Adviser does not set a minimum Fund size, but generally establishes minimum investment
commitments for Fund Investors. The Adviser, from time to time and in its sole discretion, permits
investments below the minimum amounts set forth in the Governing Documents or offering documents
of a Fund.