Long Point Capital Inc

Item 5. Fees and Compensation

As compensation for investment supervisory services rendered to the PE Funds, the Adviser
receives from each such PE Fund an advisory fee (each, an “Advisory Fee”). Advisory Fees paid
by a PE Fund are indirectly borne by investors in such PE Fund.

In addition, in certain circumstances the Adviser and its affiliates perform management, advisory,
transaction-related, financial advisory and other services (“Related Services”) for, and receive fees
from, the PE Funds and actual or prospective portfolio companies or other investment vehicles of
the PE Funds. In the case of the PE funds, this includes, as applicable, fees in connection with
mergers, acquisitions, add-on acquisitions, refinancing’s, public offerings, sales and similar
transactions (“Transaction Fees”). Generally, under the terms of the applicable organizational
documents of the PE Funds, these Transaction Fees are net of out-of-pocket costs and expenses
incurred by the Adviser in connection with consummated or unconsummated transactions or in
connection with generating any such fees. The Transaction Fees for the PE Funds may be
substantial and may be paid in cash, in securities of the portfolio companies or investment vehicles
(or rights thereto) or otherwise. Although these fees are in addition to the Advisory Fees, the
Adviser will in some circumstances reduce the amount of Advisory Fees paid by the applicable
PE Fund in connection with the receipt of such fees. The amount and manner of such reduction is
set forth in the Advisory Agreement and/or organizational documents of the applicable PE Fund.
Additionally, a portfolio company may reimburse the Adviser for expenses (including without
limitation travel expenses, which may include expenses for chartered or first class travel) incurred
by the Adviser in connection with its performance of services for such portfolio company; such
reimbursed expenses are generally not included in the definition of “Transaction Fes” under the
terms of the applicable organizational documents, and such reimbursements are not subject to the
sharing arrangements described below. For a discussion of material conflicts of interest created
by the receipt of such fees and reimbursements, please see Item 11 below.

From time to time, the Adviser will (in its sole discretion) agree to pay a portion of a transaction
or other fee received from an actual or prospective portfolio company to a third party (such fee, a
“Third Party Fee”), such as a consultant, advisor, finder, broker and/or investment bank. In such
event, the Third-Party Fee is not a fee that the Adviser is entitled to retain and therefore, the
Adviser is not required under the terms of the applicable organizational documents to share such
Third Party Fee with the Funds.

The Adviser and its affiliates also engage and retain senior advisors, advisers, consultants, and
other similar professionals who are not employees or affiliates of the Adviser and who, from
time to time, receive payments from, or allocations with respect to, portfolio companies and/or
other entities. In such circumstances, such amounts will not be deemed paid to or received by
the Adviser and its affiliates and such amounts will not be subject to the sharing arrangements
described above.

The precise amount of, and the manner and calculation of, the Advisory Fees for each PE Fund
are established by the Adviser, as modified by negotiations with investors in the applicable PE
Fund, and are set forth in such PE Fund’s Advisory Agreement, organizational documents and/or
other documentation received by each investor prior to investment in such PE Fund. The Advisory
Fees and other fees and distributions described above are generally subject to waiver or reduction
by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected
investors. The fee structures described above are modified from time to time. Fees may differ
from one PE Fund to another, as well as among investors in the same PE Fund.

Advisory Fees billed to and received from the PE Funds are payable quarterly in advance.

To the extent provided in the Advisory Agreements and the partnership agreements or other
organizational documents of the PE Funds, the Adviser will generally pay out of Advisory Fees
certain operating and administration expenses, travel, food and lodging expenses, compensation
of its partners and employees (other than Carried Interest described in Item 6 below), fees and
expenses for outside consulting services relative to selection of investments and other routine
administrative expenses relating to the services and facilities provided by the Adviser to the PE
Funds. Consistent with the partnership agreements or other organizational documents of the PE
Funds, each PE Fund will generally bear certain out-of-pocket fees, costs and expenses directly
related to the purchase or sale of securities by the PE Fund, any out-of-pocket fees and expenses
in incurred in connection with certain transactions that are not consummated, certain taxes of the
PE Fund, reasonable fees and expenses of accountants, counsel and certain consultants, insurance,
costs associated with annual and other meetings of limited partners in the PE Funds, payments to
board members, certain litigation-related expenses, certain extraordinary expenses, and certain
fees or expenses (up to certain limits specified in the partnership agreements or other organization
documents) incurred by the Adviser or the PE Fund in connection with such PE Fund’s operations.
Additionally, please see Item 6 below regarding “Carried Interest” that PE Funds pay.
Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio
transactions for the PE Funds, in the event that it chooses to use a broker-dealer for limited
purposes relating to a particular PE Fund, such PE Fund will incur brokerage and other transaction
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the PE Funds. Investment
advice is provided directly to the PE Funds (subject to the direction and control of the general
partner or managing member of each such PE Fund, as applicable) and not individually to investors
in any PE Fund.

Interests in the PE Funds are offered pursuant to applicable exemptions from registration under
the Securities Act and the 1940 Act. Investors in the PE Funds are generally “qualified purchasers”
as defined in the 1940 Act, and may include, among others, high net worth individuals, banks,
thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships and limited liability companies or other
entities.

The Adviser does not have a minimum size for a PE Fund, but minimum investment commitments
are typically established for investors in the PE Funds. The general partner or managing member
of each PE Fund may in its sole discretion permit investments below the minimum amounts set
forth in the offering documents of such PE Fund.