Borealis Strategic Capital Partners LP

Item 5 - Fees and Compensation

Subject to the terms of the applicable offering memoranda, governing documents, or agreements,
we typically receive an asset-based annual Management Fee, generally payable in advance at
the beginning of each month or quarter. The Management Fee is typically deducted at the
beginning of each month or quarter, as applicable, from the respective Fund Portfolio Capital
Account balances of Investors. In addition to the Management Fee, we are generally entitled to
receive the Strategic Capital Return Share, as discussed more fully in Item 6. Our Investors are
all “qualified purchasers,” as defined in the Investment Company Act of 1940 or “knowledgeable
employees”. As a result, detailed information regarding our fees is not required to be provided
herein. Prospective Investors should review the applicable offering memoranda and/or governing
documents prior to investing.

Borealis reserves the right to waive all or any portion of these fees with respect to any Investor
(including, but not limited to, officers, directors or employees of the General Partner, Borealis, any
of their direct or indirect affiliates, or any members of their immediate families or family trusts or
other entities established for their benefit (“Borealis Parties”)), without notice to, or the consent of,
the other Investors.

Subject to the terms of the applicable offering memoranda, governing documents, or agreements,
each Feeder Fund generally bears its own expenses and a pro rata portion of the applicable
Master Fund’s expenses relating to its investment and trading activities, including, but not limited
to, expenses related to the offering of the Fund’s interests or shares, as applicable, brokerage
commissions (see Item 12), “bid-ask” spreads, mark-ups, borrowing costs and interest expenses,
management and performance fees of the Primary Funds, third-party legal fees, the costs of
bonding required by ERISA, valuation and consulting fees in connection with an investment or
prospective investment with an Early Stage Manager, including the costs related to conferences
attended (including reasonable travel), the costs of due diligence performed on an Early Stage
Manager (including reasonable travel), negotiations of project agreements, expenses associated
with “broken deals,” reasonable expenses related to the purchase, sale or transmittal of Feeder
Fund assets (through its investment in the applicable Master Funds) and other transactional
charges and clearing fees, marketing expenses incurred by or on behalf of a Feeder Fund,
expenses related to the Firm’s research and monitoring (e.g., Bloomberg terminal and other
financial software and required hardware), the cost of third parties that provide risk and other
hedge fund analytics utilized by the Firm to monitor portfolios, any costs of winding up and
dissolving the Funds, the costs and expenses of compliance consultants retained by the General
Partner, legal, accounting, insurance, custodial, audit and administration fees and expenses.

Where more than one Master Fund is exposed to expenses associated with “broken deals” in
connection with a concurrent investment in a Primary Fund which ultimately never comes to
fruition, Borealis seeks to allocate such expenses pro-rata between the respective Master Funds
where Borealis believes that it is appropriate and reasonable to do so. However, certain
circumstances could require a Fund to bear more than its pro-rata share.

Borealis Strategic Capital Partners, LP Form ADV: Part 2A                                      Page 7

Generally, the Funds bear all expenses, including reasonable travel, related to the marketing of
interests in the applicable Fund. The Main Funds bear all of their marketing expenses until the
final closing date; thereafter the General Partner will bear such expenses.

The Funds will generally pay for any out-of-pocket costs and expenses incurred by the Firm in
connection with cybersecurity, computer software, news and information services and licensing
costs that benefit the Funds. Costs and expenses relating to or arising out of registration,
regulatory or self-regulatory filings by the applicable Funds, the General Partner or Firm will be
paid by the applicable Funds. If an LPAC is formed for the Main Funds, such Main Funds will bear
the reasonable out-of-pocket expenses of the members thereof in connection with their services.
The Funds also bear their pro rata share of the fees and expenses of the Primary Funds, as well
as extraordinary expenses (if any), including expenses related to any litigation or proceedings or
examinations by the IRS or other governmental bodies or self-regulatory organizations.

Co-Investment Master Fund – Share Class Expenses
Due to the existence of multiple share classes in the Co-Investment Master Fund, Fund Expenses
solely attributable to one or more classes shall generally be borne by the relevant classes. Shared
expenses are generally allocated between classes based on the size of the Strategic Capital
Investment of each Class or another methodology that the General Partner believes to be fair, all
as determined by the General Partner. Borealis reserves the right to determine whether an
expenditure relates solely to a particular class. Given the single purpose investment of each class,
it is anticipated that the majority of the initial fund expenses attributable to each class will be costs,
fees and expenses related to the identification of and negotiation with the relevant Early Stage
Manager. Such expenses will be allocated between the class and the Main Master Fund.

Borealis does not typically refund fees paid in advance if an advisory contract is terminated before
the end of a billing period.

Neither Borealis nor any of its supervised persons accept compensation for the sale of any
securities or other investment products.

Item 7 - Types of Clients

We currently provide investment advice to the Funds and not individually to any Investor(s). In the
future, Borealis may provide investment advisory services to other types of clients as well, such
as additional U.S. and non-U.S. private funds and advisory agreements for individual clients but
excluding persons within the definition of “retail investors” under Rule 17a-14(e)(2) of the
Securities Exchange Act of 1934.

The underlying Investors in the Funds, while not considered clients of Borealis under the
Investment Advisers Act of 1940 (the “Advisers Act”), as amended, are high net worth individuals
and institutional investors that qualify to invest in 3(c)(7) funds as “qualified purchasers” or
“knowledgeable employees.”