Longshore Capital Management LLC

Item 5. Fees and Compensation
The investors in Fund I will be assessed an annual management fee, which is payable quarterly in
advance to the Firm or its designated affiliate, in an amount of (i) $4.5 million per annum until the first
day of the first quarter commencing after the earlier of (a) the third anniversary of the initial closing
date or (b) the date on which management fees are first payable in respect of a successor fund, and (ii)
$2.5 million per annum thereafter until the seventh anniversary of the initial closing date. The total
management fee paid to the Firm during the term of Fund I shall not exceed $23.5 million.

Fund II will pay Longshore, payable quarterly in advance, a management fee equal to 2% on an annual
basis of aggregate investor capital commitments. [Investors participating in a closing after a Private
Fund’s initial closing date bear the management fee from the initial closing date, generally in addition
to an interest component payable to Longshore or an affiliate.] The Governing Documents provide that
Fund II’s management fees will be calculated and charged on a basis that generally is not tied to Fund
II’s then-current net asset value. As further specified in the Governing Documents, from the effective
date of Fund II until a date specified in the Governing Documents (the “Stepdown Date”), management
fees generally will be charged based on a formula tied to the amount of the commitments. Further, after
the Stepdown Date, management fees generally will be charged and calculated based on a formula tied
to the amount of investment contributions (including, where applicable, a Fund II borrowing
component) made by Fund II relating to the Fund’s aggregate investment(s) in its portfolio companies
that have not been disposed of or completely written off for U.S. federal income tax purposes (such
investments, “Impaired Value Investments”). As a result, except where the relevant Governing
Documents expressly provide to the contrary, the amount of management fees generally will not
correspond with fluctuations in Fund II’s net asset value, including where the fair market value of an
investment exceeds or falls below the total amount of contributed capital or the cost basis relating to
such investment. Therefore, the management fee generally will not be reduced in connection with any
partial distributions, partial realizations, reorganizations, restructurings, roll-over investments,
extraordinary dividends or similar transactions (in each case in circumstances that do not result in the
complete disposition of Fund II’s interest therein, and even in cases where the value of Fund II’s
investment or Fund II’s ownership percentage in such investment has been reduced (including
substantially reduced) as a result of such transaction) and write downs of investments that have not
otherwise been completely written-off except as required by the relevant Governing Documents. In
many circumstances, the post-Stepdown Date management fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
transaction fees) and expenses paid to third parties, Longshore or its affiliates. Further, management
fees generally will not be reimbursed or refunded under the Governing Documents in the event of
                                                    5                       Longshore Capital Management, LLC
                                                                                          Part 2A of Form ADV
                                                                                           Disclosure Brochure

realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant
calculation period. Further, management fees will not be reimbursed or refunded under the Governing
Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur
partway through the relevant calculation period.

Subject to the terms and limitations set forth in the applicable Governing Documents of Fund I
(including periodic clawback obligations), the Fund I GP generally is entitled to receive the following
carried interest distributions with respect to each Fund I investor according to a European waterfall:

(1) Tier 1 - 10% carried interest after the return of aggregate capital contributions plus an 8%
    compounded preferred return, with full catch-up; then,
(2) Tier 2 - 13% carried interest after aggregate distributions equal the greater of (a) 1.65 times (1.65x)
    aggregate capital contributions and (b) the sum of (1) aggregate capital contributions and (2) a
    12.5% compounded preferred return, with full catch-up; then,
(3) Tier 3 - 20% carried interest after aggregate distributions equal the greater of (a) 1.95 times (1.95x)
    aggregate capital contributions and (b) the sum of (1) aggregate capital contributions and (2) a
    16% compounded preferred return, with full catch-up; then,
(4) Tier 4 - 25% carried interest after aggregate distributions equal the greater of (a) 2.25 times (2.25x)
    aggregate capital contributions and (b) the sum of (1) aggregate capital contributions and (2) a
    20% compounded preferred return, with full catch-up.

Longshore will receive a carried interest with respect to Fund II equal to 20% of all realized profits
subject to an 8% compound preferred return, as more fully described in the Governing Documents. The
carried interest distributed to Longshore is subject to a potential clawback or giveback at the end of the
life of Fund II if Longshore has received excess cumulative distributions and at certain interim intervals
as provided in the Governing Documents.

The management fees and carried interest are generally not negotiable; however, Longshore, in its sole
discretion, may waive or modify the management fees or carried interest distributions for certain
...

Item 7. Types of Clients
Longshore provides discretionary investment advice solely to Advisory Clients, as described in Item 4
above.

Investors are generally “accredited investors” within the meaning of Rule 501(a) under the Securities
Act of 1933, as amended, and are generally either “qualified purchasers” within the meaning of Section
2(a)(51) under the Investment Company Act of 1940, as amended, or “qualified clients” within the
meaning of Rule 205-3 under the Advisers Act. Investors generally include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family offices,
pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or
business entities and often include, directly or indirectly, principals or other personnel of Longshore
and its affiliates and members of their families, Resource Team members or other service providers
retained by Longshore or an Advisory Client, as well as executives of portfolio companies. The
Advisory Clients generally have a minimum investment amount of $5 million. Longshore is permitted
to waive such minimum investment amount in its sole discretion.

                                                    13                       Longshore Capital Management, LLC
                                                                                           Part 2A of Form ADV
                                                                                            Disclosure Brochure