Longpoint Partners LP

Item 5: Fees and Compensation
Longpoint provides investment advisory services to clients pursuant to separate investment advisory
or letter agreements (the “Agreements”). The Agreements for each client set forth in detail the fee
structure relevant to each such client. The terms of the Agreements are generally established at the
outset of the relationship.

Longpoint typically receives compensation from fees based on assets under management, a

percentage of net of operating income from real estate assets, performance-based fees, and other deal
related fees associated with the acquisition, disposition or financing of assets.

Management Fee
The fee structure varies between client accounts. The standard fee schedule for Lena Specialty Grocer
Fund II is a 1.25% fee per annum for investment management services along with a 0.50% per annum
fee for one non-discretionary account and a fee of 7% of net operating income for the other non-
discretionary account, Lena Specialty Grocer Fund III is a 1.50% fee per annum for investment
management services, Longpoint Realty Fund II is a 1.50% fee per annum for investment
management services, Longpoint Fund III is a 1.50% fee per annum for investment management
services, Longpoint Fund IV, LP is a 1.50% fee per annum for investment management services, LP
NEC Co-Invest Fund is a 0.60% fee per annum for investment management services, LP SFIP Co-
Invest Fund is a 0.75% fee per annum for investment management services, and LP SFIP Co-Invest
Fund II is a 0.75% fee per annum for investment management services (the “Management Fee”). The
Advisor and its affiliates reserve the right to waive or reduce the Management Fee for certain
Investors, including employees, immediate family members of employees, and others as may be
determined in the Advisor’s sole discretion. Management Fees are generally billed quarterly in
advance.

Carried Interest
After the achievement of certain thresholds, the General Partners of the Funds and one non-
discretionary account are entitled to receive a performance-based fee equal up to 20% of profits on
distributions derived from the disposition of investments (the “Carried Interest”). As is the case with
Management Fees, Longpoint and its affiliates reserve the right to waive or reduce the Incentive
Allocation for certain investors, including employees, and others as may be determined in the
Advisor’s sole discretion.

Fund Expenses
Each Fund also bears and pay expenses related to the operation of the Fund including, without
limitation: (i) legal, auditing, consulting and accounting expenses; (ii) administrative and Fund
administration fees and expenses (whether such services are provided by a third party or the Advisor;
provided, however that to the extent such services are provided by the Advisor or an affiliate, any
such fees paid in respect of such services shall be determined on an arm’s length basis by reference
to customary industry standard rates); (iii) costs associated with the preparation and delivery of
reports, financial statements and any tax reporting (including tax returns and Schedule K-1s to
Investors); (iv) valuation expenses; (v) expenses of meetings of the Investors; (vi) communications
expenses, (vii) expenses of the any advisory committee (including any outside counsel engaged by
the voting members); (viii) all expenses associated with the identification, negotiation, acquisition,
holding, and monitoring, and disposition of actual and potential investments (including the Fund’s
proportionate share of any break-up fees, which such fees will be allocated among the Fund and any
related co-investing entities proportionately based on the capital committed by each to the applicable
investment), whether or not such investments are ultimately consummated by the Fund (including
engineering, appraisers, architects, due diligence, software, research related to Portfolio Investments
and any travel associated therewith); (ix) expenses of environmental assessments and periodic
appraisals of investments; (x) real estate and financing broker commissions; (xi) marketing and public
relations expenses incurred in connection with the Fund or advertising investments; (xii) custodial
fees; (xiii) bank service fees; (xiv) costs, fees and expenses of third-party accounting and financial

related software related to investments; (xv) travel expenses; (xvi) all extraordinary expenses
(including without limitation, litigation expenses); (xvii) all indemnification and insurance expenses
(including for directors, managers and officers’ liability insurance); (xviii) interest on and fees and
expenses arising out of all permitted borrowings of the Fund, including, without limitation, in
connection with any line of credit, loan commitment or letter of credit for the Fund or related to any
investment (or any underlying asset); (xix) expenses relating to defaults by Investors in the payment
of any capital contributions; (xx) expenses incurred in connection with any restructuring or
amendments to the constituent documents of the Fund and related entities, including the General
Partner (but only to the extent such restructuring or amendments to the General Partner are directly
attributable to any restructuring or amendments to the constituent documents of the Fund and/or its
related entities); (xxi) all expenses of liquidating the Fund; (xxii) any taxes, fees or other
governmental charges levied against the Fund, all expenses incurred by the “tax matters partner” or
“partnership representative” of the Fund (or its subsidiaries) and all expenses incurred in connection
with any tax audit, investigation, settlement or review of the Fund; (xxiii) costs of preparing, reporting
and making filings to regulatory authorities in any jurisdiction in which the Fund invests, is organized
or is marketed or otherwise conducts business directly related to the Fund or its investments (including
...

Item 7: Types of Clients
As discussed in Item 4, Longpoint provides investment advisory services to nine Clients which
include private investment funds, co-investment funds, an investment advisor and to a family office
and its associated trusts, estates, foundations, and other legal entities.

The minimum Fund commitment for a Limited Partner is generally $5,000,000; however, the Advisor
maintains discretion to accept less than the minimum investment threshold. Investors will be required
to meet certain suitability qualifications in order to comply with applicable federal securities laws and
regulations. Typically, these investors are high net worth individuals, pension plans (corporate, state
and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment vehicles
(e.g., funds-of-funds), trusts, estates or charitable organizations, and corporate or business entities.