Northampton Capital Partners LLC

Item 5 – Fees and Compensation

Northampton and its affiliates receive fees and compensation in exchange for advisory services
provided to the Funds, including management fees, carried interest, additional compensation in
connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. The following is a general description of fees, compensation and expenses of the Funds.
Limited partners should refer to the Governing Documents of the applicable Fund for a complete
understanding of how Northampton is compensated for its advisory services; the information
contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees and Carried Interest

In general, Northampton charges each Fund a management fee (the “Management Fee”), based on a
percentage of non-affiliated limited partners’ committed capital during the Funds’ respective
investment period and thereafter based on a percentage of non-affiliated limited partners’ invested
capital, until such investments have been sold or completely written-off for U.S. federal income tax
purposes.

Any write down in the value of investment will not reduce the Management Fees. The amount of
Management Fees generally will not correspond with fluctuations in the net asset value of individual
investments, aggregate investments in a portfolio company or of a Fund and will not be reduced in
connection with any write downs, except in the case of investments that are completely written-off
for U.S. federal income tax purposes. Except where the Governing Documents expressly provide to
the contrary, Management Fees will generally not be reduced (in whole or in part) in the case of
partial distributions, partial sales, reorganizations, restructurings, roll-over investments or similar
transactions, in each case in circumstances that do not result in the complete disposition of the
relevant Fund’s interest therein, and even in cases where the value of such Fund’s investment or
ownership percentage in a portfolio company has been reduced as a result of such transaction. In
most circumstances, the post step-down Management Fee base will include capitalized transaction-
specific fees and expenses of unrealized investments, including transaction fees charged by
Northampton in connection with the investment, which poses a conflict of interest in that the
inclusion of such fees and expenses results in a higher Management Fee than if such transaction fees
and expenses were not capitalized into the asset base. Further detail regarding the Management Fee
calculation and reduction thereof is available in each Fund’s Governing Documents.

Management Fees are generally assessed quarterly in advance and are collected through a capital
call, through a draw-down on the Fund’s line of credit or offset against a distribution to limited
partners. All Management Fees are negotiated with limited partners during the fundraising period
of the applicable Fund and are not subject to negotiation thereafter. If the investment advisory
agreement is terminated before the end of the applicable period, Management Fees will be charged
on a pro rata basis through the date of termination, and any fees paid in advance but not earned will
be refunded. In addition, Management Fees are payable during term extensions unless otherwise
notified to limited partners.

Each General Partner or an affiliate thereof is entitled to be allocated carried interest (“Carried
Interest”) with respect to the applicable Fund, net of all expenses in excess of a compounded
preferred return and catch-up provisions. The Carried Interest distributed to a General Partner or
such affiliate is subject to a potential clawback or giveback at the end of the life of the Fund and at
certain interim intervals if Northampton has received excess cumulative distributions at such time,
in each case as provided in the Governing Documents.

Northampton and its affiliates are permitted, in their sole discretion, to reduce or waive all or a
portion of the Management Fee for certain limited partners. Management Fees can differ from one
Fund to another as well as among limited partners in the same Fund. Such differences can arise from

the size of a limited partner’s commitment to a Fund, provisions of side letter agreements or other
negotiated terms. Management Fees are expected to be waived for Northampton employees and
affiliates, although these limited partners generally pay their pro rata share of certain Fund expenses.

As per the provisions of the Governing Documents, Northampton is permitted to waive, defer, or
reduce all or a portion of the Management Fee payable by a Fund in full or partial satisfaction of any
obligation of a General Partner and certain employees to invest in and alongside such Fund. Certain
waived portions of the Management Fee are treated by the Governing Documents as deemed capital
contributions by the relevant General Partner, which is effectively invested in the relevant Fund on
the General Partner’s behalf and operates to reduce the amount of capital the applicable General
Partner would otherwise be required to contribute to the Fund. Limited partner capital
contributions are generally accelerated due to waived, deferred, or reduced Management Fees
and/or the timing of receipt of fees subject to offsets, and Fund limited partners could thus receive
less than the full benefit of such reductions or offsets (e.g., during periods when Northampton no
longer receives Management Fees and receives compensation that would otherwise be subject to
offset, Northampton, depending on certain elections made by Fund limited partners, can be entitled
to retain such compensation without remitting any such amounts to the applicable Fund or its
investments).
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Item 7 – Types of Clients

Northampton will provide investment advice to its Funds, which generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and which are operated
as investment pools exempt from registration under the Investment Company Act. The Funds limit
their limited partners to: (i) “accredited investors” as defined in the Securities Act of 1933 and the
rules and regulations promulgated thereunder, and (ii) “qualified purchasers” or “knowledgeable
employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,”
as defined in the Advisers Act. Limited partners in the Funds must also meet certain other
suitability qualifications prior to making an investment in a Fund. The Funds may have a specified
minimum investment set forth in the Governing Documents. Such a minimum is subject to the
discretion, on the part of Northampton, to permit investment of a smaller amount generally or with
respect to any limited partner.