Longford Capital Management LP

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

In consideration for investment management services provided to the Funds, Longford
Capital receives a quarterly management fee (the “Management Fee”) equal to 0.5% (2%
annually). During the commitment period, each Fund pays Longford Capital a Management
Fee based on total capital commitments. Following the commitment period, each Fund pays
Longford Capital a Management Fee based on the cost basis of the investments then held by
the respective Fund, plus additional capital committed to such investments, if any.

The Management Fee is calculated and payable to Longford Capital quarterly on the first
business day of each calendar quarter, with the initial payment of the Management Fee being
made on or shortly after the date of the initial closing of the respective Fund, prorated as
necessary. The General Partners of the Funds and certain General Partner Parties (as defined
below) are not subject to a Management Fee.

Longford Capital may, in its sole discretion and without notice to other investors, waive or
reduce the Management Fee as to any investor, and may otherwise vary the terms of the
Management Fee as to an investor by agreement with such investor.

In addition, as described in Item 6 below, each Fund General Partner receives performance-
based compensation (referred to as “Carried Interest”) which is 20% of all returns, if any, after
the return to the investors in the Funds of (i) capital called or deployed by the Funds on their
behalf, (ii) certain expenses, and (iii) an 8% preferred cumulative annualized return on the sum
of (i) and (ii) above allocated to each investor, in accordance with the Fund’s Governing
Documents. Fund I has a different Carried Interest structure than Fund II, Fund III, and

Fund P, as described below in Item 6. The relevant General Partner may, in its sole discretion
and without notice to other investors, waive or reduce its Carried Interest as to any investor,
and may otherwise vary the terms of the Carried Interest as to an investor by agreement with
such investor.

Investors should refer to the Governing Documents of the applicable Fund for a complete
understanding of how Longford Capital is compensated for its advisory services. The
information contained herein is a summary only and is qualified in its entirety by such
documents.

B.       Describe whether you deduct fees from clients’ assets or bill clients for fees
incurred. If clients may select either method, disclose this fact. Explain how often you
bill clients or deduct your fees.

Management Fees are deducted from the applicable Fund’s account quarterly, on the first
business day of each calendar quarter or as soon as practicable thereafter.

C.      Describe any other types of fees or expenses clients may pay in connection with
your advisory services, such as custodian fees or mutual fund expenses. Disclose that
clients will incur brokerage and other transaction costs, and direct clients to the
section(s) of your brochure that discuss brokerage.

Longford Capital will generally be responsible for and pay all ordinary expenses of its
operations incidental to the administration of the Funds, except for those expenses borne by
the Funds as set forth below. Such normal operating expenses borne by Longford Capital
generally include all costs and expenses relating to office space, facilities, utility services,
supplies and necessary administrative and clerical functions, expenditures on account of
salaries, wages and other expenses of the Firm’s members, managers and employees, and
expenses generally incurred in the general operations of Longford Capital.

The Funds generally bear, as specifically detailed in each Fund’s Governing Documents (which
may differ across Funds), all legal and other expenses incurred in the formation and
organization of the respective Fund and the Fund’s General Partner and the offering of an
interest in a Fund (other than any placement fees, which will be borne by Longford Capital),
including, without limitation, offering-related travel expenses, up to $1 million.

Except as noted above, the Funds will generally pay all expenses related to their operations,
including, without limitation: (i) all costs and expenses with respect to the actual or proposed
sourcing, acquisition, financing, holding, monitoring or disposition of the Funds’ investments,
whether such investments are ultimately consummated or not, including, without limitation,

due diligence costs (including due diligence costs paid to independent advisors), broken deal
expenses, bank service fees, fees and expenses of experts, travel (including the cost of first
class air travel), meals and entertainment expenses incurred for investment-related purposes,
outside legal counsel, consultants, auditors and accountants, administrator’s fees, referral and
brokers’ fees, risk management expenses and financing costs (including, without limitation,
interest expenses); (ii) expenses for liability insurance, including, without limitation, directors
and officers liability insurance, errors and omissions insurance and other insurance expenses;
(iii) extraordinary expenses (including, without limitation, litigation, indemnification and
contribution expenses); (iv) entity-level taxes and other governmental fees and charges; (v)
Management Fees; (vi) asset management fees; (vii) servicing and special servicing fees; (viii)
the cost of operational and accounting software and related expenses; (ix) other legal,
operating, accounting, tax return preparation and consulting, auditing, appraisal and
administrative expenses and fees for outside services, including fees and expenses of any
administrator of the Funds; (x) cost of software (including, without limitation, the fees of
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such
as individuals, trusts, investment companies, or pension plans. If you have any
requirements for opening or maintaining an account, such as a minimum account size,
disclose the requirements.

Longford Capital provides investment advisory services directly to the Funds (subject to the
direction and control of the General Partner of each such Fund, if applicable) and not
individually to investors in such Funds. Interests in the Funds are offered pursuant to
applicable exemptions from registration under the Securities Act of 1933 and the Investment
Company Act of 1940. Investors in the Funds must meet certain suitability and net worth
qualifications prior to making an investment in the Funds. The Funds’ Governing Documents
provide the eligibility criteria and minimum investment requirements of each Fund. Identifying
details about the Funds may be found in Item 4, above, as well as in Longford Capital’s Form
ADV Part 1, Section 7.B.(1), “Private Fund Reporting”.

The Funds limit their respective investors to persons who are “accredited investors” as defined
in the Securities Act of 1933, as amended, and “qualified clients” as defined in the Advisers
Act and/or “qualified purchasers” as defined in the Investment Company Act of 1940, as
amended.

Investors in the Funds include, among others, state and municipal pension and retirement
plans, university foundations and endowments, fund of funds, single- and multi-family offices,
high-net-worth individuals and entities that they control, other investment entities and other
corporations or business entities. In addition, principals, employees and other persons
associated with Longford Capital may make capital contributions to the Funds.

Fund I and Fund II required a minimum capital commitment of $1 million. Fund III required
a minimum capital commitment of $5 million. Fund P has a single outside investor. Amounts
of less than the minimum capital commitments were accepted for Fund I, Fund II, and Fund
III in the discretion of the relevant Fund General Partner.