Northern Pacific Growth Investment Advisors LLC

FEES AND COMPENSATION

        In general, NPGIA receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. The Adviser or other NPGIA entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of the Funds, and, in some cases, a portion of such additional compensation
will offset in whole or in part the management fees otherwise payable to NPGIA to the extent
provided by the Governing Documents. In addition, in certain circumstances NPGIA receives
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

        During the commitment period, Fund I will pay NPGIA, quarterly in advance, a
management fee (the “Management Fee”) equal to 2.0% on an annual basis of aggregate investor
capital commitments (“Commitments”) less the amount of any capital contributions for portfolio
companies that have been sold. Investors participating in a closing after the initial closing bear the
Management Fee from the date of the initial closing. After the expiration of the commitment
period, the Management Fee will be reduced, and will equal 1.5% of invested capital. The
Management Fee will be payable until all portfolio investments are distributed or until NPGIA’s
relationship with the applicable Fund is terminated for other reasons (as described in the Governing
Documents). Installments of the Management Fee payable for any period other than a full period
are adjusted on pro rata basis according to the actual number of days in such period. Where the
Governing Documents calculate Management Fees based on the amount of Commitments or the
amount of investment contributions, the amount of Management Fees generally will not be reduced
based on reductions in investment value, except where specified by the relevant Governing
Documents. As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors. NPGIA will be permitted to receive and retain break-up fees or
other forms of compensation in the nature of a topping, no-go or similar arrangement, plus
unreimbursed costs, fees and expenses related to the proposed transaction giving rise to such break-
up fees, and 100% of such amounts will be credited against and thereby reduce the Management
Fee otherwise payable to NPGIA. In addition, NPGIA will be permitted to receive and retain
without offset against the Management Fee: (i) a portion of customary transaction fees in
connection with the acquisition and disposition of portfolio companies; and (ii) management,
monitoring or director’s fees from each portfolio company (“Supplemental Fees”). In some cases,
an investor in a Fund has served as a member of the board of directors with respect to one or more
portfolio companies held by such Fund, and any board or similar fees received by such investor
do not offset the Management Fee payable by the Fund, and any transaction, management,
monitoring or directors’ fees received by NPGIA that are subject to offset are net of any such board
or similar fees paid to the investor.

       As a matter of practice, NPGIA may be paid fees of the type referred to in the preceding
paragraph from, on behalf of or with respect to co-investors in an investment, as well as other fees

relating to the structuring and administration of co-investment arrangements. The receipt of such
fees will not reduce the Management Fee payable by any Fund(s) that have also invested in such
investment, and as a result a Fund will, in most cases, only benefit with respect to its allocable
portion on a fully diluted basis of any such fee and not the portion of any fee that relates to such
co-investors or potential co-investors (which could include co-investment vehicles managed by
NPGIA, third parties, portfolio company management or employees and/or others), which have
the potential to be significant. Supplemental fee offsets generally are performed on a net basis,
after giving effect to certain taxes and other expenses in connection with the receipt of such fees
or the provision of related services. Unless otherwise agreed with investors, Supplemental Fees
generally will be payable without further offset during term extensions, even if Management Fees
are reduced or eliminated during the extended term, thus reducing the amounts of Management
Fees actually offset. In certain circumstances, NPGIA expects that co-investors or other parties
from time to time will negotiate the right to share a portion of such fees from a particular
investment, and the above-described offset percentage will be applied after excluding any amounts
paid to such persons. For the avoidance of doubt, NPGIA also will not offset compensation
received from outside sources, such as residual employee board seats at entities that are no longer
Fund portfolio companies.

        Additionally, NPGIA has used or retained, and in the future may use or retain, certain third
party consultants (“Third Party Consultants”) to provide services to (or with respect to) certain
portfolio companies in which one or more Funds invest. Such Third Party Consultants generally
receive compensation and other amounts described herein from the relevant portfolio companies
or Funds to which they provide services, but no such amounts will result in additional offsets to
the Management Fee.

       Any Supplemental Fees or similar fees received by NPG with respect to investment funds
sponsored by NPG will not offset the Management Fee payable by any of the Funds.

Carried Interest

       NPGIA will be entitled to receive a carried interest (subject to a preferred return and
potential giveback), as more fully described in the applicable Governing Documents. Except as
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TYPES OF CLIENTS

        NPGIA provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to NPGIA’s related duties to and practice on behalf of its clients
and/or investors should be construed accordingly. The Funds generally may include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds generally may include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and

profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and from time to time include, directly or indirectly, the Principals or other employees of
NPGIA and its affiliates and members of their families, Third Party Consultants or other service
providers retained by NPGIA, as well as executives of portfolio companies.

       The relevant General Partner also generally is permitted from time to time to establish
Funds that are alternative investment vehicles in order to permit certain investors to participate in
one or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the
assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the related Fund.

       Each Fund generally has a minimum investment amount of $100,000 for third-party
investors, and Fund interests are offered and sold solely to accredited investors and, to the extent
such investors participate in NPIP, qualified purchasers (or qualified knowledgeable NPGIA
personnel). NPGIA generally is permitted to waive such minimum investment amount.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        NPGIA is a private investment firm focused on pursuing growth investments primarily in
the technology and business services industries, alone or together with co-investors and other
partners, in growing businesses, primarily in the Midwest region of the United States. NPGIA’s
investment advisory services consist of identifying and evaluating investment opportunities,
negotiating investments, managing and monitoring investments and achieving dispositions for
investments. Investments are predominantly of non-public companies although investments in
public companies are permitted.

       NPGIA believes that the Midwest market is underserved by private equity and that an
opportunity exists to effect “buy-and-build” acquisition strategies in the region. NPGIA focuses
on providing companies with the capital necessary to execute on organic and acquisition expansion
opportunities as well as providing liquidity to existing owners. NPGIA generally seeks companies
headquartered, or with major operations, in the Midwest to be able to efficiently leverage its
network of relationships to assist and oversee the portfolio.

        There can be no assurance that NPGIA will implement the investment strategy or achieve
the investment objectives of any Fund, and a loss of investment is possible.

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. NPGIA markets its investment criteria to its deal source
network with frequent mailings, telephone calls, public relations, conference attendance and in-
person meetings. Once a potential investment is identified, NPGIA develops an investment thesis
and, through a detailed due diligence process, seeks to verify such thesis and investigate the major
business risks. As part of its diligence process, NPGIA completes a detailed analysis of an industry,
including contacting a target company’s customers and vendors, trade organizations, NPGIA’s
contact network and, in certain instances, industry consultants.

        Develop Restructuring and Operating Plan. Senior members of the professional and
operating staff of NPGIA and its affiliates generally develop a restructuring and operating plan
prior to the close of transactions focusing on the target’s strengths, weaknesses, competitive
position, industry trends and other relevant factors.

        Build Management Team. NPGIA may supplement or replace the management team at a
new portfolio company or advise the existing management team on ways to improve performance.
NPGIA and its affiliates routinely search for highly qualified senior managers and often identify
qualified candidates prior to making the next investment. In certain instances, operating
professionals of NPGIA or its affiliates may fill key management roles (including chief executive
officer or chief financial officer) on an interim basis immediately following closing until a
professional management team can be assembled.

        Maintain Active Involvement in Portfolio Companies. NPGIA aims to act decisively with
respect to newly acquired portfolio companies and typically makes significant changes to the
company within the first three to six months after acquisition. Thereafter, NPGIA stays actively
involved in the management of the portfolio companies by, among other things, requiring its
portfolio companies to distribute periodic flash reports and scheduling frequent meeting with the
senior staff to focus on operations, competition, new products and personnel.

       Internal Growth and Add-on Acquisitions. Once the above strategies have been
implemented, NPGIA will often seek to utilize the portfolio company’s cash flow, equity value
and borrowing capacity to accelerate growth through new product and market opportunities and
add-on acquisitions.

        Exit Strategy. Once a portfolio company has restored a track record of sales growth and
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