North Sky Capital LLC

ITEM 5.        Fees and Compensation

Compensation and Fee Schedules

NORTH SKY CAPITAL PRIVATE EQUITY FUNDS           AND   NORTH SKY CAPITAL SUSTAINABLE
INFRASTRUCTURE FUNDS

With respect to its management of the North Sky Capital Funds, North Sky Capital receives
a management fee, the rate which is calculated on the investor’s commitment to that North
Sky Capital Fund. In addition, North Sky Capital (or an affiliate) receives a performance-
based fee (carried interest). All investors should review the Governing Documents for each
North Sky Capital Fund in conjunction with this brochure for more complete information
on the fees and compensation payable with respect to a particular North Sky Capital Fund.

In certain circumstances, the advisory fees payable to North Sky Capital by individual
clients or investors in each North Sky Capital Fund have been negotiable. Investors and
prospective investors in each North Sky Capital Fund should refer to the Governing
Documents of the applicable North Sky Capital Fund for more complete information on
the advisory fees charged by North Sky Capital.

Investors and prospective investors in the North Sky Capital Funds should note that similar
advisory services may (or may not) be available from other investment advisers for similar
or lower fees. All investors should review the Governing Documents for each North Sky
Capital Fund in conjunction with this brochure for more complete information on the fees
and compensation payable with respect to a particular North Sky Capital Fund.

Deduction of Fees

North Sky Capital is authorized under the Governing Documents to charge and deduct
advisory fees directly from the assets of the North Sky Capital Funds.

Other Fees and Expenses

In addition to the fees payable to North Sky Capital, the North Sky Capital Funds incur
certain charges imposed by third parties, including (but not limited to) fees or government
charges assessed against the North Sky Capital Funds; commissions, brokerage fees and
similar charges incurred in connection with the purchase or sale of securities (including
any merger fees payable to third parties and whether or not any such purchase or sale is
consummated); the costs and expenses (including travel-related expenses) of holding
meetings or conferences with the North Sky Capital Funds’ investors; all expenses relating
to litigation and threatened litigation involving the North Sky Capital Funds;
indemnification obligations and expenses; expenses attributable to normal and

extraordinary investment banking, commercial banking, accounting, auditing, appraisal,
investment monitoring, third party administration, tax advisory, tax preparation, legal,
external consulting, custodial and registration services provided to the North Sky Capital
Funds; consulting and placement agent fees, registration fees and expenses, premiums for
liability insurance; the costs of dissolving the North Sky Capital Funds and liquidating the
North Sky Capital Funds’ assets; and the costs and expenses for tax and audit services to
the North Sky Capital Funds. In addition, North Sky Capital Funds incur applicable
management fees and carried interest charges from underlying fund investments. Please
refer to the private placement memorandum of the applicable North Sky Capital Fund for
complete information on expenses charged to that fund as well as for more complete
information on the additional fees charged from third-party advisers when the North Sky
Fund invests in a third-party fund.

The section titled “Brokerage Practices” describes the factors North Sky Capital considers
in selecting or recommending broker-dealers and determining the reasonableness of their
compensation.

In connection with investments made by certain of the North Sky Capital Funds, North Sky
Capital or its related persons can receive commitment, structuring, monitoring and/or other
transaction fees from portfolio investments in which one or more of the North Sky Capital
Funds may invest or propose to invest. The full amount (100%) of any such benefits
received by North Sky Capital or its related persons in connection with its advisory services
for a particular North Sky Capital Fund will be used to offset the management fees payable
by such North Sky Capital Fund.

Broken Deal Expenses and Co-Investments

Investors in the funds generally are required to bear out-of-pocket costs and expenses
incurred in connection with deals that are not ultimately completed. Typically, these
expenses include (i) legal, accounting, advisory, consulting or other third-party expenses
(including, without limitation, amounts payable to operating professionals and other third
parties) in connection with making an investment that is not ultimately consummated, and
any related travel and accommodation expenses (whether incurred by third parties or by
NSC), (ii) all fees, costs and expenses of lenders, investment banks and other financing
sources in connection with arranging financing for a proposed investment that is not
ultimately made, (iii) any amounts paid to an individual or group pursuing a business plan
that is not successfully implemented and (iv) any break-up fees, deposits or down payments
of cash or other property which are forfeited in connection with a proposed investment that
is not ultimately made.

Although currently there is not an active co-investment vehicle, co-investment vehicles
generally will not share in broken deal expenses. Investing in a fund does not give investors
any rights, entitlements, or priority to co-investment opportunities. Such vehicles generally
would have fee structures that are different from the other North Sky managed funds.

Timing of Payments

Advisory fee payments are generally due quarterly in arrears. Please refer to the North Sky
Capital Funds’ Governing Documents for more complete information on the timing of
advisory fee payments.

Transaction-Based Compensation
...

Types of Clients

North Sky Capital provides advice to private pooled investment vehicles, which are the
clients, and does not provide advice directly to the investors within those clients. The
limited partners of the North Sky Capital Funds include corporations, endowments,
foundations, trusts, estates, individuals and pension and profit sharing plans. The North
Sky Capital Funds are offered exclusively to accredited investors pursuant to Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940 (as amended, the
“Company Act”), and are therefore not required to register as investment companies under
the Company Act in reliance upon certain exemptions available to North Sky Capital Funds
whose securities are not publicly offered.

Minimum Investment Requirements

North Sky Capital and its related persons require that each limited partner in each of the
North Sky Capital Funds be at minimum an “accredited investor” as defined in Regulation
D under the Securities Act of 1933 (the “Securities Act”). In addition, North Sky Capital
and its related persons typically require that each limited partner in each of the North Sky
Capital Funds be a “qualified purchaser” as defined in the Company Act.

Generally, investors must invest a minimum dollar amount of $1 million to invest in a
North Sky Capital Fund. The general partners of each North Sky Capital Fund has
discretion to waive the minimum investment amount.