Northern Pacific Growth Investment Advisors, LLC, a Delaware limited liability company and a registered investment adviser (the “Adviser”), and its affiliated investment adviser provides investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. The Adviser commenced operations in June 2014. The Adviser’s clients include the following (each, a “Fund,” and together with any future private investment fund to which the Adviser or its affiliates provide investment advisory services, the “Funds”):
• Northern Pacific Growth Foundation Partners, L.P. (“NPGFP”);
• Northern Pacific Growth Investment Partners, L.P. (“NPGIP”); and
• Northern Pacific Investment Partners, L.P. (“NPIP” and, together with NPGFP and NPGIP, “Fund I”).
The following general partner entity is affiliated with the Adviser:
• Northern Pacific Group GP I, LLC (the “General Partner” and together with the Adviser and their affiliated entities, “NPGIA”).
The General Partner is subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partner, which operates as a single advisory business together with NPGIA. Northern Pacific Group, L.P. (“NPG”) and its affiliated general partners, Lake Street Partners GP, L.P. and Northern Pacific Group GP II, L.P. (together with NPG and Lake Street Partners GP, L.P., the “NPG Advisers”), are also affiliated with NPGIA. NPG is a separately registered investment adviser and management company, and each of the other NPG Advisers is subject to the Advisers Act pursuant to NPG’s registration in accordance with SEC guidance. NPGIA has an arrangement with the NPG Advisers pursuant to which NPGIA provides employees and back office services to, and shares office space with, the NPG Advisers. NPGIA and the NPG Advisers are not under common control, but are operated as a single investment advisory firm. The Funds are private equity funds and invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” NPGIA’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Although investments are made predominantly in non-public companies, investments in public companies are permitted. From time to time, where such investments consist of portfolio companies, the senior principals or other personnel of NPGIA or its affiliates generally serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies in which the Funds have invested. NPGIA’s advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), limited partnership or other operating agreements or governing documents of the Funds (each, a “Partnership Agreement” and, as applicable, together with any relevant Memorandum, the “Governing Documents”), and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”

Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between NPGIA and any investor. The Funds or the General Partner generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Additionally, from time to time and as permitted by the Governing Documents, the Adviser expects to provide (or agree to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants (including Third Party Consultants (as defined below)) and other service providers, NPGIA’s personnel and/or certain other persons associated with NPGIA and/or its affiliates. Such co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or the use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase; provided that, with respect to investments by Lake Street Partners, L.P. (“Lake Street”), which is an investment fund sponsored by NPG, into existing portfolio companies owned by Fund I, such transactions generally will be completed at the then-current fair market value, as determined by NPGIA and NPG, and approved by the advisory board of Fund I (and, thus, will be made on terms different than those received with respect to the initial investment by Fund I). Where appropriate, and in NPGIA’s sole discretion, NPGIA reserves the right to charge interest on the purchase to the co-investor or co- invest vehicle (or otherwise equitably adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. As of December 31, 2023, NPGIA, together with the NPG Advisers, managed $162,600,664 in client assets on a discretionary basis. NPGIA is controlled by Jeff Greiner, Scott Honour, and Peter Offenhauser (together, the “Principals”).