Northlight Capital Partners LLC

Item 5 - Fees and Compensation
The fees and expenses applicable to the Clients are set forth in detail in each Client’s Governing
Documents. A brief summary of such fees and expenses is provided below.

Management Fees and Carried Interest
NCP is generally entitled to receive a management fee from each Client. During the time a Client
is actively investing (the Client’s “Commitment Period”), the management fee is typically equal
to a fixed percentage of the amount of capital called for the Client and allocated to portfolio
investments plus the amount of remaining uncalled capital commitments to the Client. After the
Commitment Period has expired, the management fee is typically equal to a fixed percentage of
funded capital allocable to portfolio investments. Management fees are paid quarterly in
advance and are pro-rated for any period that is less than a full calendar quarter.

In addition to the management fees described above, the general partner or manager of each
Client is also generally entitled to receive a carried interest allocation from such Client after
certain performance hurdles have been met, as further described in the applicable Client’s
Governing Documents. Such carried interest represents a portion of each Client’s net investment
profits. See “Item 6 – Performance Fees and Side-by-Side Management” below for additional
information.

The management fee and carried interest are generally subject to waiver or reduction by the
applicable general partner or manager with respect to some or all of a Client’s investors in the
general partner or manager’s sole discretion, as further described in each Client’s Governing
Documents.

Client Organizational Expenses
Each Client generally bears the legal, accounting, printing, travel, and other organizational
expenses related to the formation of the Client and for the offering and sale of the limited partner
interests in the Funds to prospective investors. Organizational expenses are generally capped at
a fixed dollar amount, and any costs incurred above that amount are paid by the Clients but borne
by NCP through a 100% offset against the management fee.

Client Operating Expenses
Each Client is responsible for its share of all third-party costs and expenses reasonably incurred
by the Client or NCP on behalf of the Client, relating to maintaining the operations of the Client,
including, without limitation: appraising and valuing, acquiring, maintaining, financing, hedging
and disposing of Client investments (including broken deal expenses to the extent not paid for or
reimbursed by Client counterparties); taxes, fees and other governmental charges levied against
the Client; cybersecurity insurance, other insurance (solely related/allocable to the Client, Client
activities and investments); administrative and research fees; expenses of custodians, outside
advisors, counsel, accountants, auditors, administrators and other consultants and professionals;
expenses associated with forming and operating investment vehicles and other holding vehicles

related to Client investments; technological expenses; interest on and fees, costs and expenses
arising out of all financings entered into by the Client (including, without limitation, those of
lenders, investment banks, and other financing sources); travel expenses; brokerage
commissions; custodial expenses; litigation expenses (including the amount of any judgments or
settlements paid in connection therewith); winding up and liquidation expenses; expenses
incurred in connection with any tax audit, investigation, settlement or review; expenses of the
Client advisory committee members; expenses associated with meetings of the Client advisory
committee and the Client investors; expenses relating to the preparation and distribution of
reports, financial statements, tax returns and K-1s to the Client investors; indemnification and
other unreimbursed expenses; and any extraordinary expenses to the extent not reimbursed or
paid by insurance, but specifically excluding the Fund management fee and organizational
expenses.

Client operating expenses may also include special servicing fees payable to NCP, which fees are
generally based on a percentage of the unpaid principal balance of newly originated and acquired
loans. For acquired loans, the applicable fee rate varies depending on whether the loan is
performing, sub-performing or non-performing. In addition, special servicing fees are payable
with respect to owned real estate (“REO”) properties based on a percentage of the allocated
purchase price. In addition, NCP may not charge special servicing fees on (i) loans where a third
party agent is being used for loan servicing or special servicing, (ii) REO properties where a third
party property manager is being used to manage the property, or (iii) loans that NCP has deemed
uncollectible. Special servicing fees are reviewed annually with each applicable Client’s advisory
committee.

Client Borrowings
The applicable Governing Documents of each Client may have provisions that allow each such
Client to borrow money for investment and other purposes. Such borrowings may be made prior
to capital being called from such Client’s investors. This mechanism may defer investor capital
calls and provides a form of leverage that can have the effect of amplifying a Client’s reported
net internal rate of return (IRR), particularly in the early years of a Client’s investment cycle. Such
borrowings can also accelerate the date upon which a Client’s preferred return will be achieved
for purposes of determining when the applicable general partner (or affiliates which earn carried
interest) is entitled to begin receiving carried interest payments on distributions from the Client.
In accordance with the terms of the applicable Governing Documents of each Client, interest
payments and other fees and expenses incurred in respect of such borrowings are paid by the
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Item 7 - Types of Clients
NCP’s only clients are the Funds and Co-Investment Vehicles. Interests in the Clients are typically
offered to institutional investors, family offices, high net worth individuals and other qualified
investors in the United States. Certain employees may also invest in the Funds if they meet the
definition of a “knowledgeable employee” in Rule 3c-5 under the Investment Company Act of
1940.

Interests in each of the Clients are offered (or were offered, during a Client’s applicable offering
period) to qualified investors in reliance upon an exemption from the registration requirements
of the Securities Act of 1933, as amended. The Clients are not registered under the Investment
Company Act of 1940, as amended, in reliance upon one or more exclusions from the definition
of “investment company” therein. The minimum capital commitment of an Investor in a Fund is
generally $3 million, although lesser commitment amounts may be accepted in the sole
discretion of NCP.