NRD Capital Management LLC

ITEM 5: FEES AND COMPENSATION

A.     Describe how you are compensated for your advisory services. Provide your fee
       schedule. Disclose whether the fees are negotiable.

Fees and Compensation – Private Equity Funds

The Adviser typically charges a quarterly advisory fee (the “Management Fee”) as described in
relevant Offering Documents. Fees and other compensation paid by a Fund to the Adviser may
vary from Fund to Fund and may be different from the fees and compensation payable in respect
of any successor fund or co-investment vehicle formed to facilitate a Fund investment.

Management Fees are initially derived from capital commitments assigned to the limited partner
investors in a Fund. The Management Fee will subsequently “step down” to be calculated in line
with provisions of applicable Offering Documents. A Fund’s investment period, specified within
the Offering Documents, is the limited period in which a Fund is permitted to enter into new
investments.

Fees and Compensation – Real Estate Funds

Generally, no management fee is charged with respect to any real estate Fund partner’s capital
commitment or otherwise. Fees paid by the Fund’s portfolio companies, including commitment
fees, breakup fees, monitoring fees and success fees, may be paid to the General Partner.

Carried Interest

In addition to the payment of ongoing Management Fees (where applicable), a Fund (and indirectly
the limited partner investors) are also typically required to allocate to the General Partner of the
applicable Fund a carried interest based upon a percentage of a Fund’s return on invested capital.
Co-investment vehicles formed to facilitate a Fund’s investment typically may or may not be
subject to any carried interest. For additional details about such performance-based compensation,
please refer to Item 6 – Performance-Based Fees and Side-by-Side Management.

Management Fees, carried interest, and/or any other compensation payable to the Adviser or its
affiliates are generally negotiated with a Fund and/or its underlying investors and may depend on,
among other factors, the amount of capital committed to a Fund.

Variation in Fees and Terms

Fees and other compensation paid by a Fund to the General Partner may vary from Fund to Fund.
Investors should carefully review the Offering Documents of the relevant Fund in conjunction with
this Brochure for complete information about fees, compensation, and expenses. Similar advisory
services may be available from other investment advisers for similar or lower fees.

Waiver of Management Fees

The Adviser may opt to waive a portion of its Management Fee and instead have the limited partner
investors contribute a portion of the General Partner’s capital commitment to a Fund, although the
General Partner will share in distributions related to the amount contributed by the limited partners
on its behalf. The Adviser will generally not assess Management Fees on the General Partner’s
and certain affiliated limited partners’ (such as “friends and family” of the Adviser or its personnel,
or other investors meeting certain qualification requirements based on commitment size or other

strategic or relationship factors) portion of a Fund’s committed capital. The Adviser retains the
right to reduce or waive the Management Fee due from a limited partner investor at its discretion.

Other Fees and Expenses

The Adviser may receive monitoring fees in connection with consummated transactions in which
a Fund or client invests.

The monitoring fees are determined on a transaction by transaction basis. To the extent the
monitoring fee is paid directly to the Adviser by companies owned by a Fund or other client, they
would effectively result in an indirect fee paid by the Fund and/or client.

Currently, the Adviser has monitoring agreements which provide for the payment of monitoring
fees to the Adviser in place with two companies in which NRD Partners II, L.P. has invested.

The Adviser is liable for its normal operating overhead and administrative expenses, including
salaries, bonuses and employee benefits, office facilities, back office support, accounting,
management/finance functions, marketing, and other management-related costs. The Principals or
other current or former employees of the Adviser generally receive salaries and other
compensation derived from, which in certain cases may be structured to include a portion of, the
Management Fee, carried interest, or other compensation received by the Adviser or its affiliates.

Expenses – Private Equity Funds

The General Partner will bear all normal operating expenses of each Fund including salaries,
wages, rent, travel, and all normal expenses incurred in the investigation and management of
investment opportunities. Each Fund will bear all legal, audit and banking fees and expenses,
brokerage, finder and other transaction fees, and any extraordinary expenses of the Fund, including
indemnification and insurance expenses.

A Fund’s organizational expenses will be paid directly by the Fund. The General Partner does not
contemplate that any brokerage, underwriting, or placement fees or commissions will be incurred
in connection with a Fund’s offering, but if such fees are incurred they will be borne by the
Adviser.

Expenses – Real Estate Funds

The General Partner will bear all normal operating expenses of the real estate Funds including
salaries, wages, rent, travel, and all normal expenses incurred in the investigation and management
of investment opportunities. The Fund or a property (as applicable) will pay directly, or reimburse
the General Partner, the Adviser or its affiliates for, all expenses related to its activities on behalf
of a Fund (or applicable property) including, without limitation, legal, auditing, accounting, loan
servicing expenses, and tax preparation services (whether paid to a third party or provided by an
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ITEM 7: TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

As noted in Item 4 – Advisory Business, NRD Capital provides discretionary investment advisory
services to the Funds, which are clients of NRD Capital. Limited partners of a Fund are not
considered investment advisory clients of NRD Capital. Fund limited partners may include high
net worth individuals, other investment entities, university endowments, family offices, trusts,
estates, or charitable organizations or other corporations or business entities and may include,
directly or indirectly, the Principals or other employees of NRD Capital and its affiliates and
members of their families.

Investment minimums are set forth in each Fund’s Offering Documents. NRD Capital may waive
or reduce minimum investment requirements in its discretion and reserves the right to decline any
investor in its sole discretion.

Multiple Funds

During a Fund’s active investment period, the Adviser will pursue all appropriate investment
opportunities that meet the investment criteria of a Fund principally for the benefit of the Fund,
subject to certain exceptions set forth in the Offering Documents. However, the Adviser may
manage multiple investment funds and investments similar to those in which an active Fund will
be investing and may direct certain relevant investment opportunities to those investment funds
and investments. If other investment funds are formed, the Principals and the Adviser’s investment
staff will manage and monitor such investment funds and investments. The Adviser believes that
the significant investment of the Principals in each Fund, as well as the Principals’ share of carried
interest, operate to align, to some extent, the interest of the Principals with the interest of limited
partner investors, although the Principals have or may have economic interests in such other
investment funds and investments as well and receive Management Fees and carried interests
relating to these interests. Such other investment funds and investments that the Principals may
control or manage may compete with an active Fund or companies acquired by a Fund. New
investments will be allocated in accordance with the Adviser’s allocation policies, and as set forth
in Fund Offering Documents.

Alternative Investment Vehicles

For legal, tax, regulatory, or other reasons, a Fund may form one or more alternative investment
entities to make, restructure or otherwise hold investments, including outside of a Fund. Generally,
in such event, each limited partner that participates in such an alternative investment vehicle would
do so on substantially the same terms and conditions as it participates in a Fund. Alternative
investment vehicles are included in all references to Fund herein as appropriate.

Parallel Investment Entities

To facilitate investment by non-U.S. and certain other investors, the General Partner may create
one or more parallel investment entities, the structure of which may differ from that of a Fund but
that will invest proportionately in all transactions on substantially the same terms and conditions
as the Fund, except as necessary to address tax, regulatory or other considerations. Parallel
investment entities are included in all references to Fund herein as appropriate.