Northmarq Fund Management LLC

Item 5 – Fees and Compensation
Fees and Incentive Compensation

With respect to our Funds, the Adviser is compensated with a management fee (either as a percentage of equity
commitments or a percentage of assets under management). Typically, Funds pay the Adviser a management fee that
ranges from 1.25% to 1.75% annually based upon either: (1) the total commitments of the Fund for the entirety of the

investment period and thereafter on remaining invested equity; or (2) the gross asset value of the Fund (depending on
the terms of the specific Fund’s limited partnership agreement). The management fee is either billed monthly in arrears
or quarterly in advance, depending upon the Fund. The management fee is paid from a Fund’s available cash, through
netting of a distribution, through a draw on a line of credit, or (for certain Funds) by way of a capital call to Fund
investors in accordance with the Fund’s limited partnership agreement. Notwithstanding the foregoing, the non-
discretionary vehicle is not subject to a management fee. Each investment is subject to a servicing fee that is equal to
a percentage of the capital contributions for that investment. A portion of this fee is billed monthly in arrears and the
other portion is paid upon the redemption or other final disposition of the investment.

For certain Funds, the general partner entity receives incentive income, amounting from 15% to 20% of the realized
profit in excess of a preferred return paid to the Fund investors, subject to certain limitations and a clawback guaranty.
In some cases, this incentive income is paid as investments are realized, subject to a true up. In other cases, the
incentive income is paid only when the Fund is fully realized. For other Funds, the general partner entity has the ability
to receive an incentive fee based upon the performance of the Fund in excess of a threshold return, subject to a cap.
Notwithstanding the foregoing, the non-discretionary vehicle is not subject to an incentive fee.

Additional Expenses

Our fees are exclusive of out-of-pocket brokerage commissions, transaction fees, custodial fees, costs, and expenses
of the Adviser and the Funds incurred in connection with the pursuit, purchase, and sale of investments, due diligence,
deal marketing, conference sponsorship fees and advertising, travel, legal and compliance expenses, accounting and
audit fees, insurance, litigation and indemnification expenses, taxes, fees, or other charges, expenses of the investment
committee and advisory committee, administrative expenses and reporting costs, and other related costs and expenses,
all of which are incurred by the Fund. The Adviser is responsible for ordinary expenses related to its business including
compensation of its employees, rent, and other regular overhead and day-to-day expenses. Please refer to Item 12 for
additional information regarding the factors we consider in selecting broker-dealers for Fund transactions, and in
determining the reasonableness of their compensation.

The fees are negotiable. The fact that the incentive fee received by the general partners is based on the performance of
the Funds can create an incentive for the general partners to cause the Funds to make investments that are more
speculative than would be the case in the absence of performance-based payments. However, this incentive is
mitigated by the fact that losses will reduce the Fund’s performance and thus reduce the incentive income, and by the
fact that owners of the general partner entities make a commitment to each Fund, side-by-side with the Fund limited
partners.

Item 7 – Types of Clients
As noted in Item 4 above, we provide portfolio management services to the Funds (which are organized as domestic
limited partnerships). We do not advise Fund investors, or any other individuals or entities. Investors in the Funds
must be “Accredited Investors” or “Qualified Purchasers” in accordance with sections 3(c)(1), 3(c)(5) or 3(c)(7) of
the Investment Company Act of 1940 and Regulation D of the Securities Act of 1933. The minimum commitment
from each investor generally ranges from $25,000 to $250,000, depending on the specific Fund.

The investment management contracts between the Funds and the Adviser may be terminated by the general partner
of each respective Fund at any time upon 90 days prior written notice and in some cases immediately upon cause.