NSV II Management Company LLC

ITEM 5: FEES AND COMPENSATION

Management Fee

Each of the NewSpring Capital Entities receives a management fee from the Fund(s) that they advise. The
management fee may differ from Fund to Fund, but for each of the Entities, other than those associated with
the NewSpring Holdings, LLC Funds and NewSpring Franchise I Funds (described below) it is generally
2.00% of each investor’s commitment during the respective Fund’s investment period, as negotiated with
the investors per the respective LimitedPartnership Agreement for each such Fund. After the investment
period, the respective Fund pays the management fee based on each investor’s pro rata share of the Fund’s
invested capital.
For the NewSpring Holdings, LLC Funds, themanagement fee structure is such that NewSpring Capital
does not charge a fee based on each investor’s commitment. Historically, the management fee for these
Funds had been equal to a percentage of the EBITDA earned by each Fund’s portfolio companies and was paid
directly from the portfolio company or companies of the Funds as disclosed in the Funds’ Offering
Memorandum. Beginning in 2019 and going forward, the management fee for the NewSpring Holdings,
LLC Funds are based on a budget approved by a Compensation Committee (as defined in these Funds’
respective operating agreements) and paid for by the Funds and/or their portfolio companies as a
combination of: (i) from the Funds, either distributions of proceeds received from their respective portfolio
companies and/or as transaction fees, and (ii) directly from the portfolio companies, based on a percentage
of their EBITDA.
For the NewSpring Franchise I Funds, NewSpring Capital does not charge a management fee based on each
investor’s commitment. Rather, the management fee for these Funds is equal to an agreed upon monthly
fee paid directly from the portfolio company or companies to the applicable managing member, as disclosed
in such Fund’s Offering Memorandum.

The NewSpring Capital Entities may waive all or a portion of their management fee. Although NewSpring
Capital has on at least one prior occasion waived management fees for a particular investor in a Fund,
NewSpring Capital generally does not waive management fees and does not currently intend to do so in the
future. Except as otherwise described in this Brochure, management fees are deducted quarterly in advance
in accordance with the provisions of each Fund’s Limited Partnership Agreement and paid to each Fund’s
specific adviser. If any NewSpring Capital Entity were to be terminated as the investment adviser to a Fund,
a pro rata portion of the management fee paid in advance would be rebated.

Performance-Based Fees/Carried Interest

The general partner or managing member of each Fund (in each case an affiliate of NewSpring Capital, and
for ease of reference referred to herein as a general partner) is generally entitled to a“carried interest” on
the Fund’s profits in accordance with the provisions of the Fund’s limited partnership agreement or
operating agreement (for ease of reference, along with the Offering Memorandum, referred to herein as the
Fund’s “Governing Documents”). “Carried Interest” is generally equal to a percentage of the investment
proceeds distributableby the Fund in excess of the capital invested by the Fund’s limited partners and their
allocable share of feesand expenses and is typically subject to a preferred return. The general partner of
each Fund is generally subject toa “clawback” of Carried Interest previously received to the extent that it
has received cumulative distributions in excess of amounts otherwise distributable or anticipated to be
distributed to the general partner by each Fund as Carried Interest, applied on an aggregate basis covering
all transactions of the applicable Fund. In no event will the general partner of a Fund be required to restore
more than the cumulative distributions received by such general partner as Carried Interest determined on
an after-tax basis. The Carried Interest received by the general partner of a Fund is negotiated at the time
such Fund isformed. Generally, the Carried Interest percentage received by the general partner, as described
above, is 20%, although for certain Funds it is a sliding scale based upon the Fund’s internal rate of return

NewSpring Capital Form ADV, Part 2

(IRR).

Other Fees

The NewSpring Capital Entities typically receive monitoring, transaction, closing, consulting, directors, and
other fees in connection with the activities of the Funds (“Other Fees”), paid by the Fund’s portfolio
companies. For each of the Entities, other than those associated with the NewSpring Holdings, LLC Funds
and NewSpring Franchise Strategy, such fees offset 100% Management Fees otherwise payable by the
associated Fund on a dollar-for-dollar basis. Other Fees received in connection with the NewSpring
Holdings, LLC Funds and NewSpring Franchise I Funds do not offset or reduce Management Fees. Other
Fees received in connection with NewSpring Franchise Capital II, LP will offset or reduce Management Fees by
50%. While these types of fees are authorized and disclosed in the Governing Documents for each of the
Funds, they are typically received only in the NewSpring Holdings and NewSpring Franchise strategies,
as described above, as well as the NewSpring Mezzanine strategy.
Both monitoring fees and transaction fees are agreed to with the applicable portfolio companies at the
closing of the Funds’ investments in such portfolio companies.

In addition, the NewSpring Capital Entities are typically reimbursed by the Funds’ portfolio companies for
expenses incurred by the respective NewSpring Capital Entity. This includes costs incurred by and relating
to its employees, members, and partners, as well as costs relating to outside consultants. Reimbursements
received by a NewSpring Capital Entity, including for costs relating to its employees, members, partners,
...

ITEM 7: TYPES OF CLIENTS

NewSpring Capital provides investment management services to private investment Funds that it sponsors.

Each Fund is offered only by its Offering Memorandum to investors who meet the relevant investor
eligibility requirements. Please see the relevant Fund’s Offering Memorandum for more information on the
investor eligibility requirements for that Fund.

Additionally, each Fund is subject to a minimum investment amount. NewSpring Capital may raise or lower
the minimum investment amount for each Fund and/or accept an initial capital commitment below the
established minimum in its discretion. Please see the relevant Fund’s Offering Memorandum for more
information on the minimum investment amount for that Fund.