North Hudson Resource Partners LP

Item 5. Fees and Compensation

Below is a discussion of how the Adviser is typically compensated in connection with
providing advisory services to its Clients. B ecaus e t he Adviser may enter into different fee
arrangements on a Client by Client basis, please ensure you obtain and carefully read and study all
applicable Governing Documents for any Clients for which the Adviser provides investment
advisory services.

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from Clients. Clients, and/or their portfolio
companies may also make other payments to the Adviser or its affiliates for services provided to
the portfolio companies which, in certain circumstances, may reduce the Advisory Fees payable
to the Adviser. Additionally, consistent with Client Governing Documents, Clients typically bear
certain out-of-pocket expenses incurred by the Adviser in connection with the services provided
to Clients and/or the portfolio companies. Further details about certain common fees and expenses
are set forth below.

Management Fee

 For its services to each Client, the Adviser receives a management fee (the “Management
 Fee”), which is based on a percentage of capital commitments and/or a percentage of the
 cumulative investment capital contributions of an investor.

 With respect to the Funds, prior to the end of the investment period for each Fund, the Adviser
 receives a Management Fee based on a percentage of total capital commitments to the Funds.
 After the investment period, the Management Fee with respect to the Funds is based on
 percentage of assets under management. Management Fees paid by a Fund may also be
 reduced by other fees or compensation received by the Adviser or its affiliates that relate to
 such Fund’s activities and investments, or by certain organizational or other expenses borne
 by such Fund, as described in more detail below. Management Fees paid by a Fund are
 indirectly borne by investors in such Fund.

 The annual Management Fee is paid quarterly in advance. The Adviser will refund any pre-
 paid Management Fees if the Advisory Agreement is terminated before the end of the billing
 period. Management Fee refunds are calculated on a pro-rata basis for partial periods.

 The precise amount of, and the manner and calculation of, the Management Fees for each
 Client are established by the Adviser and are set forth in such Client’s Governing Documents.
 The Management Fees and other fees and distributions described herein are generally subject
 to modification, waiver, or reduction by the Adviser in its sole discretion, both voluntarily
 and on a negotiated basis with selected Fund investors via side letter or other Client
 arrangements, which may not be disclosed to other investors in the same Fund or other Clients.
 The fee structures described herein may be modified from time to time. Fees differ from one
 Client to another, as well as among investors in the same Fund. The Adviser retains flexibility
 to structure its compensation from investors and expects in certain circumstances to agree to

invoice an investor directly for Management Fees or other compensation, rather than
deducting such amounts from the investor’s capital account(s).

As is generally the case in private equity funds, the Governing Documents provide that a
Client’s Management Fees will be calculated and charged on a basis that generally is not tied
to the Fund’s then-current net asset value. As further specified in the Governing Documents,
from the effective date of the relevant Fund until a date specified in the Governing Documents
(generally representing the earlier of the end of a Client’s defined investment period and the
date the relevant General Partner (or an affiliate thereof) first begins receiving or accruing
management fees from another Client meeting certain criteria) (the “Stepdown Date”),
Management Fees generally will be charged based on a formula tied to the amount of the
relevant Client’s aggregate Commitments. Further, after the Stepdown Date, Management
Fees generally will be charged and calculated based on a formula tied to the amount of
investment contributions made by the relevant Client that have not been realized or
completely written off for U.S. federal income tax purposes.

Under the Governing Documents, where the fair market value of an investment exceeds the
total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of such investment contributions. However,
where there has been a partial distribution, partial write down or partial sale of an investment
and the fair market value of such investment following such event exceeds the total amount
of investment contributions relating to such investment, the Governing Documents do not
require Management Fees after the Stepdown Date to be reduced.

As a result, the amount of Management Fees generally will not correspond with fluctuations
in a Client’s net asset value, including following the investment period, and will not be
reduced in connection with any write downs (whether temporary or permanent), except in the
case of investments completely written off for U.S. federal income tax purposes. 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 (e.g., those resulting
from a dividend recapitalization) or partial sales of investments.

In many circumstances, the fair value component of such post-Stepdown Date Management
Fees will include capitalized transaction-specific expenses of unrealized investments. Further,
Management Fees generally will not be reimbursed or refunded under the Governing
...

Item 7. Types of Clients

The Adviser currently provides investment supervisory services to private Funds. Investment
advice is provided directly to the Fund (subject to the direction and control of the general partner
of each such Fund, if applicable) and not individually to investors in such Fund.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments are
typically $5 million for each investor in the Fund. The general partner of each Fund has in the past
and may in the future, in its sole discretion, permit investments below the minimum amounts set
forth in the Governing Documents of such Fund.