North Castle Partners LLC

Item 5: Fees and Compensation

A. Fee Schedule

Investment Supervisory Services Fees

With respect to NCP Funds, North Castle typically, but not always, receives a management fee
equal to a fixed percentage of the assets of each Pooled Fund during the term of the Pooled Fund.
The assets on which the fee is based during the Pooled Fund’s investment period (usually 5 years)
is equal to the Pooled Fund’s full committed capital attributable to the limited partners regardless
of how much has been actually contributed by investors during the investment period. After the
investment period, a reduced percentage-based fee is applied to a reduced asset base typically to
equal the outstanding amount of capital of the Pooled Fund attributable to the limited partners
that remains invested in portfolio companies (typically at cost), subject to certain caveats.
Management fees, if any, for continuation funds are typically based on a fixed percentage of the
capital invested. The specific fee arrangements for each NCP Fund are described in the applicable
private placement memorandum and are set forth in the NCP Fund’s limited partnership
agreement.

Management fees, if any, are paid quarterly in advance and are reduced or offset by certain fees
that North Castle receives directly from portfolio companies as described in each NCP Fund’s
limited partnership agreement. This is discussed in more detail in item 5.C.

North Castle reserves the right to enter into side letters with individual limited partners that
modify or supplement the terms of the applicable Fund's limited partnership agreement with
respect to that investor. The existence and specific terms of any side letter may be shared with
other investors only to the extent required by the applicable limited partnership agreement,
including any most-favored-nation provisions, or by applicable law. Neither North Castle nor its
affiliates will enter into any side letter with a limited partner that materially and adversely affects
the rights of another limited partner without the written consent of such other limited partner.
Investors should not assume that all side letter arrangements entered into by North Castle will
be disclosed to them.

In certain circumstances, the general partner of a fund may elect to waive all or a portion of the
management fee otherwise payable by an NCP Fund. Waived management fees may, depending
on the terms of the applicable limited partnership agreement, be treated as a deemed capital
contribution by the general partner, which may result in limited partners being required to
contribute capital to fund amounts that would otherwise have been offset by the waived fee. The
specific mechanics of any fee waiver arrangement are governed by the terms of the applicable
Fund's limited partnership agreement.

The NCP Fund’s general partner and affiliates do not pay fees to North Castle, and the capital
invested by the NCP Fund’s general partner and affiliates are not counted toward the amount of
assets on which fees are charged.

B. Payment of Fees

Payment of Investment Supervisory Fees

Management fees, if any, are paid quarterly in advance by the NCP Funds. The NCP Funds draw
capital from their limited partners or utilize cash on hand in order to pay the North Castle
management fees. Each limited partner in the NCP Fund is sent a capital draw down notice that
documents the limited partner’s share, if any, of the management fee. The NCP Fund’s general
partner authorizes and makes payment of the management fee, if any, to North Castle. The
calculation of the management fee payable, if any, is disclosed to the limited partners in the NCP
Fund’s financial statements and capital call notice.

The NCP Funds’ general partners or other North Castle affiliates may receive a share of the profits
generated by NCP Funds. This share of profits is often referred to as a “carried interest.” Carried
interest payments, if any, typically are paid periodically when a portfolio company is sold or
recapitalized from cash that otherwise would be distributed to limited partners of the particular
NCP Fund pursuant to the NCP Fund’s limited partnership agreement. The carried interest is
discussed in more detail in Item 6.

C. Other Fees and Expenses

North Castle may receive fees directly from or related to portfolio company investments or
potential investments, including transaction fees, investment banking fees, advisory, monitoring,
consulting and other similar fees as well as director fees and broken deal fees, that are related to
Client and non-advisory capital. For example, monitoring fees paid pursuant to a consulting
agreement between a portfolio company and North Castle are compensation for ongoing
financial and advisory services provided to the portfolio company in which NCP Clients and non-
advisory clients have invested. In limited circumstances, North Castle may receive fees from or
related to a non-advisory investment through a SPV or directly in a portfolio company.

Additionally, North Castle may receive organizational and syndication fees from its Clients. A
portion of these fees and a portion of the fees related to portfolio company investments or
potential investments may reduce or offset the management fees that would otherwise be payable
to North Castle by the NCP Fund that made an investment in the particular portfolio company.
The portion of portfolio company fees that will reduce or offset management fees is determined
in accordance with the limited partnership agreement of the particular NCP Fund. For example,
a percentage of advisory, consulting and monitoring fees paid to North Castle by a portfolio
company will reduce the management fees payable to North Castle from the NCP Fund that has
an investment in that portfolio company. Typically, 100% of break-up fees (e.g., fees paid by a
company if an investment transaction falls through) will reduce North Castle’s management fees
...

Item 7: Types of Clients

North Castle provides investment advice and portfolio management services to the NCP Funds.
Interests in the NCP Funds are offered exclusively through private placement to investors who
qualify as qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company
Act of 1940, as amended, or who otherwise meet the eligibility standards set forth in the
applicable Fund's offering documents. North Castle does not provide investment advisory
services to retail clients, as that term is defined under applicable SEC rules, and does not manage
separate accounts for individual investors.

The NCP Funds and North Castle are related parties because there is common ownership and
control between North Castle and the general partners of the NCP Funds. All of our current NCP
Funds are closed-end investment partnerships that do not accept additional capital after a stated
offering period nor offer redemption rights or periodic liquidity to limited partners. Capital
committed by limited partners to the NCP Funds is drawn down and contributed over time to
purchase portfolio investments or pay expenses, including NCP fees. The majority of capital held
by the NCP Funds’ limited partners is attributable to institutional investors, including pension
plans and insurance companies, other pooled investment vehicles and family offices/high net
worth individuals.

We do not manage separate advisory accounts for individual or institutional accounts; however,
we may in our discretion provide co-investment and/or financing opportunities to limited
partners and other third party investors (including employees and other designees of North
Castle) directly in an NCP portfolio investment or through a SPV. North Castle does not have
investment discretion with respect to co-investment opportunities. With respect to co-investment
opportunities, the investor makes the decision of whether or not to invest.