NorthStar Company LLC

Item 5 – Fees and Compensation
Management Fees and Carried Interest
The GP of each Client generally receives a management fee (“Management Fee”) and incentive fee, also known as
Carried Interest (“Carried Interest”) for the advisory services it provides. The Management Fee is paid to Northstar
on behalf of the respective Client GP. During the Client’s investment period, the Management Fee is typically a
percentage of the fund’s committed capital, invested capital, or a combination of both. After the investment period,
the Management Fee is typically a percentage of the fund’s invested capital (less investments written off). As is
typical for industry practice, costs for acquiring an investment (I.e. transaction costs) are treated as part of the
investment cost and therefore included in invested capital. Management Fees are payable on a quarterly basis at the
beginning of each calendar quarter. Carried Interest is typically a percentage of the profits earned on the Client’s
investments and is normally subject to a hurdle rate of return. The Carried Interest is computed separately for each
Client and is reduced by realized losses on investments.

Certain investors in Clients managed by Northstar may have different terms (including Management Fees and Carried
Interest). Different terms are generally determined based on the total Commitment or negotiated through Side Letters
or other similar documents. Therefore, some investors pay less in fees than other investors and may also benefit from

Northstar Company, LLC                                                             Form ADV Part 2A - Firm Brochure

other more favorable terms. The specific payment terms and other conditions of the Management Fee and Carried
Interest paid to the respective Client GP’s or Northstar, in the case of Management Fees which it receives on behalf
of the GP’s, are set forth in the applicable LPA or Side Letters applicable to each Client. Northstar nor its affiliates
charge Management Fees or Carried Interest on Co-Investments.

In connection with Client investments, Northstar or its affiliates may receive break-up fees, transaction fees, advisory
fees, consulting fees, management fees, director fees and other related fees with respect to actual or potential Portfolio
Companies (“Other Fees”). The Management Fee received from Clients will be reduced by 100% of Other Fees
received by Northstar or its affiliates.

The LPA for each Client will generally provide that capital may be called by the General Partner of the Client to pay
Management Fees and investors are required to contribute their pro-rata share of capital at the time specified in the
capital call notice.

Each Management Agreement with a Client may be terminated for malfeasance or if a specified percentage of
Investors vote to remove the Collective GP as General Partner or dissolve the Client.

Expenses
Organizational Expenses
The Clients also bear, through reimbursement to Northstar, organizational expenses up to a specified amount as set
forth in the respective Client Governing Documents. Organizational expenses could include legal, travel, accounting
and other direct costs of setting up the Client. Organizational expenses in excess of the amount specified in a Client’s
Governing Documents will be borne by Northstar.

Operating Expenses
In addition to Management Fees, the Clients generally bear all expenses relating to their operations, direct or indirect,
including but not limited to:

         All expenses (including, without limitation, travel and out-of-pocket travel related expenses, commissions,
          brokerage fees, finders’ fees, investment banking fees, lender’s counsel fees, direct calling or similar
          charges, transfer taxes, title premiums and other closing costs and expenses) incurred in connection with the
          origination, sourcing, discovery, identification, development, evaluation, investigation, negotiation,
          structuring, documentation, acquisition, purchase, holding or disposition of Investments (including potential
          Investments that are not consummated, I.e. broken deal expenses);
         All third-party costs, fees and expenses incurred in connection with the performance of due diligence
          investigations, acquisition, ownership or realization of any Investment;
         Expenses of attending, hosting or participating in general industry conferences, panels and events;
         Marketing, advertising and sponsorship costs, including, without limitation, costs associated with
          advertising in industry publications and the development of marketing and branding materials;
         Fees for legal, accounting, custodial, registration, appraisal and other professional services fees
         Costs of printing and circulating reports, opinions and notices, including costs of related software
          applications,
         Third-party expenses associated with the preparation of the Partnership’s reports, financial statements and,
          tax returns;
         Expenses associated with hosting annual or special meetings of investors and Client Advisory Board
          meetings;
         Insurance premiums (including an allocation of directors and officers and errors and omission insurance);

Northstar Company, LLC                                                             Form ADV Part 2A - Firm Brochure

         Taxes, fees or other governmental charges levied against a Client;
         Expenses incurred in connection with making any filings with any governmental or regulatory authority;
         Expenses incurred in connection with financing Investments, including subscription line expenses;
         Expenses related to the retention of companies and individuals, which may include former employees of the
          Northstar, affiliates of Northstar, portfolio companies of a Client, third party consultants (including
...

Item 7 – Types of Clients and Investors
Investors in Client’s to which Northstar provides investment advisory services typically include institutional investors
such as insurance companies, fund of funds, private foundations, public and private pension funds, financial
institutions and high net worth individuals.

Limited partnership interests in the Funds are not registered under the Securities Act of 1933 (the “Securities Act”)
and Investors are required to meet certain suitability and net worth qualifications. Investors in all Funds must be (i)
an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and
Investors in Non-Leveraged Funds must also be (ii) a “qualified purchaser” as defined in Section 2(a) (51) of the
Investment Company Act of 1940, as amended.            Limited partnership interests in the SBIC Funds may only be
available to Investors who are also “qualified purchasers” as described above. The Governing Documents for each
Client generally provides the criteria for satisfying each of the Investor terms referenced above. In addition,
Governing Documents for each Client establish minimum investment commitments for Limited Partners.