Chicago Pacific Capital LP

Item 5 – Fees and Compensation

Chicago Pacific and its affiliated General Partners receive fees and compensation in exchange for
advisory services provided to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio investments of
the Funds and reimbursements from portfolio investments for certain expenses advanced on their
behalf. The Funds are also responsible for bearing certain expenses as detailed below and in each
Fund’s Governing Documents. Differences in fees and expenses exist from Fund to Fund, and certain
Funds do not charge certain fees, compensation or expenses that other Funds charge or charge them
in different amounts. The following is a general description of fees, compensation and expenses of
the Funds. Investors in the Funds should refer to the Governing Documents of the applicable Fund
for a complete understanding of how Chicago Pacific is compensated for its advisory services; the
information contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees

During a Fund’s investment period, the Fund generally will pay Chicago Pacific an annual management
fee (the “Management Fee”) equal to 2.0% or 2.5% of aggregate non-affiliated investor capital
commitments, depending on the Fund. Generally, after the earlier of: (i) the expiration of the
investment period; (ii) the date the General Partner or its affiliates first receives or begins to accrue
Management Fees with respect to a new equity investment fund; or (iii) the date six months after
certain key man provisions are triggered, in each case as further described in the relevant Governing
Documents, the Management Fee will be equal to a percentage of actively invested capital held by
non-affiliated investors that has not been disposed of or completely written off, subject to various
other factors.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio investment or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write downs, except in
the case of investments permanently written off for U.S. federal income tax purposes. Permanent
write-down determinations are made in the discretion of the valuation committee in accordance with
the relevant Governing Documents and the Firm’s valuation policy. Except where the Governing
Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in
part) in the case of partial distributions, partial sales, reorganizations, restructurings, roll-over
investments or similar transactions, in each case in circumstances that do not result in the complete
disposition of the relevant Fund’s interest therein, and even in cases where the value of such Fund’s
investment or ownership percentage in a portfolio investment has been reduced as a result of such
transaction. In addition, Management Fees generally will not be reimbursed or refunded under the
Governing Documents in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period. Further, where there has been a partial disposition
or permanent write-down of a Fund’s investment and the fair market value of the investment
following such event exceeds the total amount of the Fund’s investment contributions relating to the
investment, the Governing Documents do not require Management Fees after the stepdown date to
be reduced. In most circumstances, the post step-down Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including transaction fees charged
by Chicago Pacific in connection with the investment, which poses a conflict of interest in that the
inclusion of such fees and expenses results in a higher Management Fee than if such transaction fees
and expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to investors. All Management Fees
were negotiated with investors during the fundraising period of the applicable Fund and are not
subject to negotiation thereafter. Generally, investors participating in a subsequent closing after the
initial closing of a Fund are responsible for paying the Management Fee as of the date of the initial

closing of such Fund, plus interest, as applicable. In addition, Management Fees are payable during
term extensions unless otherwise notified to investors.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee and Management Fees can differ from one Fund to another, as well as among
investors in the same Fund. Such differences can arise from the size of an investor’s commitment to
a Fund, provisions of side letter agreements or other negotiated terms. Fees are generally waived for
Chicago Pacific employees investing in a Fund through a General Partner or as direct investors in a
Fund and are reduced or waived for Operations Group members (as defined below) and their
respective families investing in a Fund (although in each case, these investors generally pay their pro
rata share of certain Fund expenses). Similarly, the Real Estate Fund investors pay a lower
Management Fee and investors in a Co-Investment Fund generally pay a reduced Management Fee
on the co-investment portion of their investment or none at all (although in each case, these investors
pay their pro rata share of certain expenses and investors in a Co-Investment Fund pay Management
Fees on the Main Fund portion of their investment).

For certain Funds, the Management Fee payable on each Management Fee due date is reduced by an
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Item 7 – Types of Clients

Chicago Pacific provides investment advice to its Funds. The Funds limit their investors to persons
who are: (i) “accredited investors” as defined in the Securities Act of 1933, as amended (“Securities
Act”) and either (ii) “qualified purchasers” or “knowledgeable employees,” each as defined in the
Investment Company Act or (iii) if applicable, “qualified clients,” as defined in the Advisers Act.
Investors must also meet certain other suitability qualifications prior to making an investment in the
Funds. The Funds are not registered or required to be registered under the Investment Company Act;

are not made available to the general public; their securities are not registered or required to be
registered under the Securities Act; and Fund interests are privately placed to qualified investors.
Qualified investors include individuals or entities to which Fund interests are permitted to be sold,
which generally includes (i) in the United States, people or organizations who meet certain net worth,
income and/or financial sophistication requirements as described above or (ii) in other countries, as
permitted by the relevant securities laws in such jurisdiction and in compliance with any foreign
offering provisions applicable to Chicago Pacific and/or the Funds. The Funds (other than Co-
Investment Funds) typically require minimum investment amounts of $5 million, but commitments
of less than $5 million have been accepted in the General Partners’ discretion.

The investors participating in the Funds typically include high net worth individuals, other investment
entities, university endowments, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations, fund of funds or other corporations or business entities and also include,
directly or indirectly, principals or other employees of Chicago Pacific and its affiliates and members
of their families, Operations Group members or other service providers retained by Chicago Pacific.

On occasion, Chicago Pacific offers co-investment opportunities for certain investors to invest
alongside a Fund in certain Fund portfolio investments. As referenced in Item 4 above, co-
investments have been structured either as: (i) a separate Co-Investment Fund or (ii) a direct
investment by certain investors into a portfolio investment or its holding or operating company.
When structured as a Co-Investment Fund, Chicago Pacific considers the investment to be a Fund
client, identifies the Fund in its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for
the Fund, reserves the right to assess a Management Fee and/or Carried Interest on such Fund and
includes the amount of assets of such Co-Investment Fund in the Firm’s regulatory assets under
management. In the case of direct co-investments, Chicago Pacific does not consider the investment
to be a Fund or a client, does not act as the investment manager to the co-investment portion of the
investment, does not charge Management Fees or Carried Interest to the investment, does not have
custody of the investment or include the amount of assets of the co-investment in the Firm’s
regulatory assets under management. In such direct co-investment opportunities, Chicago Pacific will
perform management, advisory and other services for the portfolio investments in which these co-
investors invest alongside the Funds, generally at no additional cost to such co-investors except
portfolio investment fees and expenses (which such fees and expenses are recorded at the portfolio
investment).

Opportunities to participate in co-investment transactions arise when Chicago Pacific has the
opportunity for an investment in an existing or prospective portfolio investment and determines that
(i) an investment requires additional capital, (ii) all or a portion of the applicable opportunity is not
required to be offered to a Fund, (iii) the full investment opportunity is not appropriate for a Fund,
whether due to concentration restrictions contained in the Fund’s Governing Documents or otherwise
or (iv) Chicago Pacific believes the Fund will benefit from the participation of the co-investor(s).

Chicago Pacific will select the investors and outside third parties that are permitted to co-invest in a
particular portfolio investment in its sole discretion based on various factors, including those detailed
in the applicable Governing Documents, side letters, agreements with lenders and as specified in its
internal policies and procedures. Subject to any restrictions contained in the Governing Documents
of the relevant Fund or any side letter or other terms negotiated with respect to such Fund, in general
no investor has a right to participate in any co-investment opportunity.

While one or more investors in the Funds are on occasion invited to co-invest in a Fund’s portfolio
investments, Chicago Pacific is authorized in its sole discretion to offer any or all of a co-investment
opportunity to investors that are not investors in the Funds. Opportunities to co-invest in a portfolio
investment are made available to select Fund investors and third parties, including, without limitation,
management or founders of the applicable portfolio investment, joint venture partners, co-sponsors,
strategic investors, lenders, deal sources (including finders and consultants), other sponsors (including
other private equity or venture capital firms), service providers, Operations Group members other
persons or entities affiliated, associated or otherwise known to Chicago Pacific or its personnel. In
certain cases, determinations to allocate such amounts or investment opportunities to vendors or
service providers will be made prior to the determination of the availability of opportunity for other
co-investors, and as such generally will decrease the amount of co-investment opportunities available.
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