North Branch Capital Management LP

Fees and Compensation

The Manager typically charges a quarterly advisory fee (“Management Fee”) as described in
relevant Offering Documents. Fees and other compensation paid by a Fund to the Manager may
vary from Fund to Fund and may be different from the fees and compensation payable in respect
of any successor fund, parallel 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 the 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.

The Management Fee is subject to certain reductions and offsets as further described below.

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 a Fund’s general partner or
manager a carried interest based upon a percentage of the Fund’s return on invested capital. Co-
investment vehicles formed to facilitate a Fund’s investment are generally not 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 Manager or its
affiliates are generally negotiated with a Fund and/or its underlying investors.

Waiver of Management Fees

The Manager may, annually in advance, elect to waive all or any portion of the Management Fee
it is entitled to for the upcoming year. To the extent of any reduction in the Management Fee as a
result of such waiver, a corresponding portion of the general partner commitment may be
structured as a profits interest rather than as a capital contribution. The Manager retains the right
to reduce or waive the Management Fee due from a limited partner investor at its discretion.

Organizational Expenses

A Fund will bear all costs, fees and expenses incurred in connection with organizing and
establishing the Fund, the general partner and the Manager (and their respective general partners,
as applicable) and the marketing and offering of limited partner interests in the Fund, including,
without limitation, all of the costs and expenses incurred in connection with the formation and
qualification of the Fund, the general partner and the Manager (and their respective general
partners, as applicable), all legal and accounting fees and expenses, registration fees, filing fees,
printing costs, travel costs and ancillary expenses (including, without limitation, airfare, including
business class or first class airfare, ground transportation, lodging and accommodations, meals and
travel agency fees and reasonable and business-related entertainment expenses) and all costs and
expenses incurred in connection with the preparation of offering documents, marketing materials,
organizational documents, operating documents and similar materials and the costs of qualifying,
reproducing, amending, supplementing, mailing and distributing offering materials, and all costs
and expenses of any placement agent of a Fund, including, without limitation, travel and ancillary
expenses and any payments in respect of any indemnification obligations to any such placement
agent that are borne by or reimbursed by the general partner, the Manager or their respective
affiliates (collectively, “Organizational Expenses”).

The Management Fee is generally reduced dollar-for-dollar by the amount of any placement agent
fees paid by a Fund. Limited partners will receive a reduction in Management Fees equal to the
amount of Organizational Expenses (other than placement agent fees) greater than a specified
dollar threshold as described in applicable Offering Documents. To the extent the Management
Fee is reduced below zero because of such offsets, the excess dollar amount of offsets is carried
forward into the following Management Fee period.

Other Fees and Offset Provisions

The Manager and its affiliates are in many cases entitled to receive topping, break-up, monitoring,
directors’, organizational, set-up, advisory, consulting investment banking, underwriting,
syndication, and other similar fees in connection with the consummating, monitoring, or
disposition of investments or from unconsummated transactions, including warrants, options,
derivatives and other rights, in each case valued as of the grant date (“Other Fees”).

Other Fees will first be applied to reimburse the Manager or its affiliates for their unreimbursed
out-of-pocket expenses (including, without limitation, applicable taxes) in connection with the
transaction giving rise to such Other Fees. Thereafter, a limited partner’s pro rata share of a Fund’s
Allocable Share (as defined below) of 80% of the balance, if any, net of any unrecouped fees and
expenses for transactions not consummated and other Fund expenses that the general partner or

the Manager has elected to pay will be applied to reduce the subsequent installments of the
Management Fee. Once the manager begins to accrue a management fee from a successor fund,
100% of the balance, if any, will be applied to reduce the subsequent installments of the
Management Fee. If any amounts applied to reduce the subsequent installments of the
Management Fee in any quarter exceed the Management Fee payable during such quarter, such
excess amount will be carried forward and applied against any subsequent Management Fees that
become due and payable. Any Other Fees remaining after the application of this offset mechanism
will be retained by the Manager or its affiliates (or their respective designees), as applicable.
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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 above in Item 4 – Advisory Business, North Branch provides discretionary investment
advisory services to the Funds, which are clients of North Branch. Limited partners of a Fund are
not considered investment advisory clients of North Branch. Fund limited partners generally
include high net worth individuals, trusts, estates, family offices, university endowments, fund of
funds, charitable organizations or other corporations or business entities and include, directly or
indirectly, the Principals or other employees of North Branch and its affiliates and members of
their families.

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

Multiple Funds and Other Investment Vehicles

During a Fund’s active investment period, the Manager 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 Manager 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 Manager’s
investment staff will manage and monitor such investment funds and investments. The Manager
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 Manager’s fiduciary duty, allocation policies,
and as set forth in Fund Offering Documents.

In accordance with a Fund’s Offering Documents, the Manager may form feeder funds, parallel
funds, alternative investment vehicles, “friends and family” vehicles, or other investing entities to
facilitate investment by certain investors. Economic terms across Funds and other investment
vehicles may vary.