Northgate Capital LP

Item 5: Fees and Compensation
Management and Incentive Fees

Northgate provides investment management and administrative services to the Funds and is compensated through
management fees. The LPAs provide that the Funds pay the GP Entities annual management fees, which are then
generally allocated to Northgate in exchange for the services Northgate provides. The typical management fee for
the Funds-of-Funds is 0.8% - 1% per annum of the committed capital to each Fund, and the typical management fee
for the Direct Funds is 2% per annum of the committed capital to each Fund. Certain Funds charge, and certain

 Form ADV Part 2 Brochure | Northgate                                                                       July 2026
investors have negotiated, fees that are lower than the typical management fees. Investors should refer to the applicable
Fund governing documents for further details on management fees payable by a specific Fund. Typically, Northgate
does not charge management fees in respect of related persons of Northgate who invest in the Funds.

In addition to the management fee, each GP Entity receives an incentive allocation of a portion of the relevant
Fund’s profits. The incentive allocation is based on the performance of the investments made by a Fund above the
capital returned to the investors.

See Item 6 for further discussion of performance fees.

The Funds generally pay management fees quarterly in advance, with appropriate reimbursements for any partial
periods. Incentive allocations are paid to the GP Entities as proceeds are realized from Fund investments.

The amount and duration of the management fee and incentive allocation are set prior to the commencement each
Fund’s term and are not cancelable except for cause and by a vote of the limited partners. The management fee paid
to the GP Entity by the Fund typically parallels the amount paid by the GP Entity to Northgate in terms of amount and
timing. However, the incentive allocation is paid directly to the GP Entity from the Fund, and the GP Entity, in turn,
distributes the incentive allocation to the owners of the GP Entity, who include senior executives, control persons of
Northgate or third parties outside of the firm. Certain Fund investors negotiate a lower or special management fee or
incentive allocation. Current and prospective investors should refer to the applicable LPA for additional details on the
incentive allocation payable in relation to a specific Fund. As noted above, typically, Northgate does not charge
performance fees in respect of related persons of Northgate who invest in the Funds.

Redemption Fees

Investors will generally only be permitted to withdraw from a Fund with the GP Entity’s consent. Under certain
circumstances, including the failure to pay timely capital calls, investors in a Fund will have their interests liquidated,
resulting in the forfeiture of a portion of their contributions, as disclosed in the respective Fund’s offering documents.

Other Fees and Expenses

Pursuant to each Fund’s LPA, an investor in the Fund will be subject to a pro-rata allocation of Fund expenses.
Typical Fund expenses are detailed below, however, investors are urged to review the applicable Fund’s LPA for
detail regarding expenses that are charged to their Fund, as the below is a summary only.

Expenses to be borne by the Funds typically include the following costs, expenses and losses associated with the
formation, operation, dissolution, winding-up, or termination of a Fund: (i) out-of-pocket expenses associated
with the organization of a Fund or related GP Entity or the syndication of interests therein; (ii) all out-of-pocket travel
and other expenses incurred in investigating, evaluating or monitoring investments or investment opportunities
(which travel expenses include expenses associated with first or business class travel for long distances in accordance
with Northgate’s internal policies relating to business travel); (iii) legal, accounting, audit, tax compliance, custodial
and other professional fees; (iv) consulting fees relating to services rendered to the Fund; (v) banking, brokerage,
broken-deal, registration, qualification, finders, depositary and similar fees or commissions; (vi) transfer, capital and
other taxes, as well as charges, duties and fees, and any other costs (including broken-deal costs), incurred in
acquiring, holding, selling or otherwise managing or disposing, or hedging against changes in the value, of Fund
assets or obligations; (vii) insurance premiums, indemnifications, costs of litigation and other extraordinary
expenses; (viii) costs of reports to investors; (ix) costs of meetings of the investors and advisory committee, including
the reasonable travel and other out-of-pocket costs in attending such meetings; (x) interest expenses; (xi) amounts
paid to or for the benefit of Portfolio Companies or Portfolio Funds; (xii) the management fee; (xiii) advertising
and public notice costs; (xiv) costs and expenses associated with preparing Fund tax returns; (xv) costs associated

 Form ADV Part 2 Brochure | Northgate                                                                       July 2026
with the registration of the general partner or any affiliate thereof as an investment adviser under, or compliance by
the general partner or any affiliate thereof with, the Investment Advisers Act of 1940, as amended (the “Advisers
Act”) (up to a maximum as detailed in the Fund’s LPA); (xvi) taxes and other governmental charges imposed upon the
Fund as an entity; (xvii) costs associated with amendments to the Fund’s LPA or the GP Entity's governing documents;
(xviii) costs associated with the organization and maintenance of any master fund, holding vehicle or other investment
conduits; and (xix) any other expenses not listed in the preceding clause that are not normal operating expenses of the
GP Entity.
...

Item 7: Types of Clients
As noted in Item 4, Northgate provides investment management and administrative services to the Funds. Admission
to the Funds is not open to the general public, and each Investor must meet the eligibility provisions and minimum
contribution amounts described in each Fund’s confidential offering memorandum. Investors must generally be
“qualified purchasers” (as defined in the Investment Company Act of 1940, as amended), or accredited investors and
include, without limitation, high net worth individuals, pension and profit-sharing plans, trusts, estates, charitable
organizations, corporations, limited partnerships and limited liability companies.

Each Fund’s LPA generally imposes a minimum capital contribution for investors who commit capital to the Fund.
These minimums are generally $1 million, although certain minimums can be significantly less or more, as disclosed in
Northgate’s Form ADV Part 1A. The investment minimums may be, and have in the past been, waived in whole or in
part by the relevant GP Entity under certain circumstances.