North Peak Capital Management LLC

Item 5: Fees and Compensation

   A. The Adviser is compensated for its separately managed account portfolio management services
      with a management fee, a performance fee, or both a management fee and performance fee.
      Generally, a “high water mark” mechanism will be in place when a performance fee is being charged.
      Fees are negotiable, and each client’s specific fee schedule will be included as part of the investment
      advisory agreement signed by Adviser and the client.

       Adviser is compensated for its private fund portfolio management services by an annual
       management fee and performance allocation/fee (subject to a “high water mark”).

       North Peak Capital Partners, LP, North Peak Capital Partners II, LP and North Peak Capital Fund II,
       Ltd. pay to the Adviser, as of the end of each calendar quarter in arrears, a management fee (the
       “Management Fee”) as follows:

               (i) with respect to each investor’s Founders Interests/Shares, such investors are subject to
               a Management Fee at the rate of one-quarter (1/4) of 1.5% of the net asset value of each
               capital account attributable to such Founders Interests/Shares (including any interest in any
               side pocket investments);
               (ii) with respect to each investor’s Class A Interests/Shares, such investors are subject to a
               Management Fee at the rate of one-quarter (1/4) of 2.0% of the net asset value of each
               capital account attributable to such Class A Interests/Shares (including any interest in any
               side pocket investments);
               (iii) with respect to each investor’s Class B Interests/Shares, such investors are subject to a
               Management Fee at the rate of one-quarter (1/4) of 1.8% of the net asset value of each
               capital account attributable to such Class B Interests/Shares (including any interest in any
               side pocket investments);
               (iv) with respect to each investor’s Class C Interests/Shares, such investors are subject to a
               Management Fee at the rate of one-quarter (1/4) of 1.5% of the net asset value of each
               capital account attributable to such Class C Interests/Shares (including any interest in any
               side pocket investments);
               (v) with respect to each investor’s Class D Interests/Shares, such investors are subject to a
               Management Fee at the rate of one-quarter (1/4) of 2.0% of the net asset value of each
               capital account attributable to such Class D Interests/Shares (including any interest in any
               side pocket investments); and
               (vi) with respect to each investor’s Class E Interests/Shares, such investors are subject to a
               Management Fee at the rate of one-quarter (1/4) of 1.5% of the net asset value of each
               capital account attributable to such Class E Interests/Shares (including any interest in any
               side pocket investments).

       The General Partner is entitled to receive a performance-based allocation/fee at the end of each
       performance period as follows:

               (i) 17% of the net profits attributable to investors with respect to their Founders
               Interests/Shares;
               (ii) 20% of the net profits attributable to investors with respect to their Class A
               Interests/Shares;

        (iii) 18% of the net    profits attributable to investors with respect to their Class B
        Interests/Shares;
        (iv) 15% of the net     profits attributable to investors with respect to their Class C
        Interests/Shares.
        (v) 20% of the net      profits attributable to investors with respect to their Class D
        Interests/Shares; and
        (iv) 17% of the net     profits attributable to investors with respect to their Class E
        Interests/Shares.

With regards to North Peak Capital Partners, LP, North Peak Capital Partners II, LP and North Peak
Capital Fund II, Ltd., the Adviser and the General Partner are each committed to donate 50% of each
of the net Management Fees and net Performance Allocation/Fee (in each case, net of any fees or
expenses (including without limitation, salaries, fees and expenses of employees and/or consultants
retained to advise and assist with respect to implementing the Charity Program) incurred in
connection with the Charity Program or other amounts payable to third parties as a result of
contractual obligations, including without limitation, third party marketers), respectively, that each
of the Adviser and the General Partner is entitled to receive with respect to certain classes, to one
or more charities (the “Charity Program”). To effectuate the Charity Program, the Funds will issue
additional classes of Interests/Shares that mirror the current classes of Interests/Shares designated
as: “Class A1 Interests/Shares,” “Class B1 Interests/Shares,” “Class C1 Interests/Shares,” “Class D1
Interests/Shares,” “Class E1 Interests/Shares” and “Founders 1 Interests/Shares” (collectively, the
“Charitable Class Interests” and the Interests that are not Charitable Class Interests are referred to
as “Standard Class Interests”). The Adviser and the General Partner will make any such donations
with respect to 50% of the net Management Fees and net Performance Allocations/Fees applicable
to the Charitable Class Interests/Shares. Notwithstanding any of the foregoing, the Adviser and the
General Partner has implemented and may continue to implement the Charity Program by waiving
50% of the net Management Fees and net Performance Allocation/Fee respectively, that each of
the Adviser and the General Partner is entitled to receive with respect to an investor that is itself a
charity that the General Partner and the Adviser would otherwise have donated to. The Charity
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Item 7: Types of Clients

Adviser generally provides its private fund portfolio management services exclusively to the Funds and SPVs
and provides its separately managed account portfolio management services to pension plans and non for
profits. Generally, the minimum account value required to invest in the Funds is $500,000 and SPVs
$250,000.