Northsands Capital LP

Item 5 – Fees and Compensation

NorthSands and its affiliates receive fees and compensation in exchange for advisory services
provided to the Funds, including management fees, carried interest, additional compensation in
connection with management services performed for the portfolio investments and reimbursements
from portfolio investments for certain expenses advanced on their behalf. The Funds are also
responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. The following is a general description of fees, compensation and expenses of the Funds.
Limited partners should refer to the Governing Documents of the applicable Fund for a complete
understanding of how NorthSands expects to be compensated for its advisory services; the
information contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees and Carried Interest

NorthSands charges each Fund a management fee (the “Management Fee”), based on a
percentage of committed capital during a Fund’s investment period and thereafter based on
invested capital as described in the Governing Documents, until such investments have been sold or
completely written-off for U.S. federal income tax purposes. Any write down in the value of an
investment will not reduce the Management Fee payable by a Fund. Further, the amount of
Management Fees generally will not correspond with fluctuations in a Fund’s net asset value and
will not be reduced in connection with any write downs, except in the case of investments that are
completely written-off for U.S. federal income tax purposes.

Assessed quarterly in advance, Management Fees are negotiated with limited partners during the
fundraising period of the applicable Fund and are not subject to negotiation thereafter. If the
investment advisory agreement is terminated before the end of the applicable period,
Management Fees will be charged on a pro rata basis through the date of termination, and any
fees paid in advance but not earned will be refunded.

Each General Partner or an affiliate thereof is entitled to be allocated carried interest (“Carried
Interest”) with respect to the applicable Fund, as described in each Fund’s Governing Documents
and more briefly below in Item 6.

NorthSands and its affiliates are permitted, in their sole discretion, to reduce or waive all or a
portion of the Management Fee for certain limited partners. Management Fees can differ from
one Fund to another as well as among limited partners in the same Fund. Management Fees are
waived for NorthSands employees and affiliates, although these limited partners generally pay
their pro rata share of certain Fund expenses. In addition, NorthSands is permitted to receive
supplemental fees and compensation with respect to portfolio investments including advisory fees,
closing fees, commitment fees, breakup fees, litigation proceeds from transactions not consummated,
monitoring fees, consulting fees, directors’ fees, carried interest and other similar fees or interests
from any Fund investment, Underlying Fund, portfolio company or any related person (including in
the form of cash, options, warrants and other securities) (collectively, “NorthSands Portfolio Fees”).

The Governing Documents set forth the full list of terms under which Management Fees are reduced,
offset or otherwise limited, and limited partners should expect to bear the full specified
Management Fee in the Governing Documents until they are reduced in the circumstances and on
the date(s) specified therein.

Fund Expenses

As described in the Governing Documents, each Fund will bear all fees, costs, expenses, liabilities
and obligations relating to the Funds and/or their subsidiaries’ activities, business, portfolio
investments or actual or potential investments, whether incurred prior to or following the initial
closing date, including with respect to any entity formed to effect the acquisition and/or holding of
an investment (to the extent not borne or reimbursed by a portfolio investment or potential portfolio
investment), including all fees, costs, expenses, liabilities and obligations (referred to collectively in
this definition as “costs”) relating or attributable to:

    •   activities with respect to the origination, identification and sourcing of investment
        opportunities for a Fund, including attending and sponsoring industry conferences and
        events, meeting with consultants, finders, broker-dealers, investment banks and other sources
        of investments and developing and maintaining an investment pipeline;

    •   activities with respect to the pursuing, structuring, seeking, organizing, negotiating, acquiring,
        consummating, evaluating, diligencing (including any subscriptions to any periodicals,
        databases and/or research services), financing, bidding on, refinancing, managing, owning,
        monitoring (including monitoring the financial condition and other relevant operating
        performance metrics of investments), operating, holding, hedging (including of any foreign
        exchange risk exposure), valuing, trading, dissolving, winding-up, liquidating, restructuring,
        recapitalizing, taking public or private, selling or otherwise disposing of, as applicable, a
        Fund’s portfolio investments and its actual and potential investments (including follow-on
        investments and other transactions involving the deployment of Fund capital) or seeking to

    do any of the foregoing (including any associated legal, financing, banking, commitment,
    transaction or other costs payable to attorneys, accountants, tax professionals, investment
    bankers, lenders, financing sources, expert networks, third-party due diligence and deal
    sourcing providers, software and service providers, advisors, consultants, data providers
    and similar professionals in connection therewith, any costs associated with closing dinners,
...

Item 7 – Types of Clients

NorthSands provides investment advice to its Funds, which include investment partnerships or other
investment entities formed under U.S. or non-U.S. laws and which operate as investment pools
exempt from registration under the Investment Company Act. The Funds limit their limited partners
to: (i) “accredited investors” as defined in the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, and (ii) “qualified purchasers” or “knowledgeable
employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,”
as defined in the Advisers Act. Limited partners in the Funds must also meet certain other suitability
qualifications prior to making an investment in a Fund. Each Fund has a specified minimum
investment set forth in the Governing Documents. Such minimum is subject to the discretion of
NorthSands to permit investment of a smaller amount generally or with respect to any limited
partner.