Northwater Capital Management Inc

Item 5 Fees and Compensation

Fee Schedule:

Intellectual Property/Venture Capital

Northwater Intellectual Property Fund L.P. 1/Northwater Intellectual Property Fund L.P. 2

Management Fee:

2% per annum of the net asset value of the fund payable quarterly in arrears. The management fee is
deducted from clients’ assets.

Carried Interest:

20% of all amounts otherwise distributed to investors after the return of the aggregate capital
contributions of investors.

All fees charged to clients are payable quarterly in arrears.

Northwater’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which shall be incurred by the client. Clients will incur certain charges imposed by, for
example, custodians, administrators, auditors, tax preparers, consultants, brokers, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Such
charges, fees and commissions are exclusive of and in addition to Northwater’s fee, and Northwater shall
not receive any portion of these commissions, fees, and costs.

Neither Northwater nor its supervised persons accept compensation for the sale of securities or other
investment products.

Item 7 Types of Clients

As described in Items 4 and 5 above Northwater provides advice to certain limited partnerships in which
pension plans, corporate entities and other private organizations have made an investment.

Each private investment fund advised by Northwater has minimum investment requirements as set forth
in its respective offering documents.