Northern Lakes Capital LP

ITEM 5. FEES AND COMPENSATION

    A. Management Fees

    As compensation for investment advisory services rendered to the Funds, Northern Lakes generally
    receives from each such Fund an advisory fee (each, a “Management Fee”) typically calculated
    based on committed capital, remaining invested capital, or fair market value with respect to such
    Fund. Management Fees may be reduced during the life of a Fund. Management Fees paid by a
    Fund may also be reduced by other fees or compensation received by the Firm 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.

    Management Fees vary Fund by Fund and are generally payable quarterly in advance. Management
    Fees are generally deducted directly from each Fund’s account and are generally borne by each
    Fund’s third-party investors. Upon termination of a Fund’s Advisory Agreements, Management
    Fees that have been prepaid are generally returned on a prorated basis.

    The precise amount of, and the manner and calculation of, the Management Fees for each Fund are
    established by the Firm and are set forth in such Fund’s Advisory Agreements received by each
    investor prior to investment in such Fund. The Management Fees and other fees and distributions
    described herein are generally subject to modification, waiver, or reduction by the Firm in its sole
    discretion, both voluntarily and on a negotiated basis with selected investors via side letter and
    other arrangements, which may not be disclosed to other investors in the same Fund. The fee
    structures described herein may be modified from time to time. Fees may differ from one Fund to
    another, as well as among investors in the same Fund. Funds may pay different Management Fee
    rates and certain Funds may not pay Management Fees.

    If and to the extent that certain fees or other remuneration (such fees, “Other Fees”) from a Portfolio
    Company of a Fund are received by the Firm, a General Partner, certain other affiliated entities, or
    certain personnel of the Firm, and subject to pro-ration if another Fund (including a Fund that does
    not pay Management Fees) also has an investment in the applicable Portfolio Company, then such
    Other Fees generally trigger a full or partial Management Fee offset (pursuant to which the
    Management Fee payable by such Fund would be reduced) subject in all respects to the provisions
    of such Fund’s Advisory Agreements. However, by way of example and not in limitation of any
    Fund’s Advisory Agreements, such offset provisions generally do not apply to (and therefore a
    Fund will not benefit from) fees or other remuneration received from Portfolio Companies of a
    Fund by personnel of the Firm acting in an executive or officer role at a Portfolio Company or fees
    and remuneration paid to an Operating Advisor (as defined below).

    It is Northern Lakes’ standard practice to capitalize a Portfolio Company with the aggregate amount
    of a Fund’s investment into such Portfolio Company prior to such Portfolio Company’s payment
    of applicable fees and expenses, including, but not limited to, (i) third-party legal, due diligence,
    tax and consulting services procured by the Firm in connection with such Fund’s investment into
    the Portfolio Company and (ii) Other Fees (clauses (i) and (ii), “Transaction Costs”). As described
    above, payment of Other Fees by a Portfolio Company to the Firm, a General Partner, or certain
    other affiliated entities or personnel of the Firm may trigger a full or partial Management Fee offset
    for the Fund making the investment. The practice of capitalizing a Portfolio Company

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    with the aggregate amount of a Fund’s investment “gross” of Transaction Costs payable by a
    Portfolio Company (including Other Fees that trigger a full or partial Management Fee offset)
    results in such Fund owning a larger percentage of the Portfolio Company than it would if the
    amount of such Fund’s investment were reduced by the amount of such Transaction Costs.
    However, this has the effect of increasing such Fund’s “invested capital” (i.e., the cost basis of
    such Fund’s aggregate investment in each currently-held Portfolio Company) for purposes of any
    Management Fees payable under its Advisory Agreements if such Management Fees are calculated
    on the basis of invested capital as of a given date.

    Certain Fund Advisory Agreements permit the General Partner to waive or agree to reduce the
    Management Fee. Any such waived or reduced portion of the Management Fee reduces the amount
    of capital such General Partner would otherwise be required to contribute to the Fund. The third
    party investors of such Fund would, in such circumstances, be required to make a pro rata
    contribution according to their respective committed capital to fund any contribution that would
    otherwise be required of the General Partner in connection with any waiver or reduction as
    described above and, as a result, the exercise of such waiver has the potential to result in an
    acceleration (or delay) of capital contributions. Waived or reduced Management Fees are not
    subject to the Management Fee offsets described above, and the amount of such waived or reduced
    Management Fee has the potential to be significant. Due to waived or reduced Management Fees
    by Northern Lakes and/or timing of receipt of Other Fees subject to offsets (as described above), it
    is possible that Management Fee offsets will be delayed or not be fully realized by investors in the
    relevant Fund.

    B. Expenses

    Fund Expenses
...

ITEM 7. TYPES OF CLIENTS

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

    Interests in the Funds are offered pursuant to applicable exemptions from registration under the
    Securities Act and the Investment Company Act. Investors in Funds are generally “accredited
    investors” as defined in Regulation D of the Securities Act, may be “qualified purchasers” as
    defined in the Investment Company Act, and may include, among others, high net worth
    individuals, banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable
    organizations, university endowments, corporations, limited partnerships, and limited liability
    companies or other entities. Investors bearing a Fund’s Carried Interest are “qualified clients” as
    defined in the Advisers Act (defined below).

    The Firm does not have a minimum size for a Fund, but a minimum investment commitment of
    $100,000 has been established for investors in certain Funds. Minimum investment amounts are
    set forth in each Fund’s Offering Documents, however, the General Partner of each Fund may in
    its sole discretion permit investments below the minimum amounts set forth in such Fund’s
    Offering Documents.

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