LWO LLC

Item 5. Fees and Compensation

As described in each Fund’s governing documents, the Firm receives an annual management fee
from the Funds and performance-based fees (or carried interest) as described in Item 6.
The Private Equity Funds generally compensate LongWater through an annual management fee
typically equal to 2% of aggregate capital commitments during the investment period and a
percentage of aggregated invested capital, thereafter, reduced proportionally by Realized
Investments, calculated as of the last business day preceding each payment date. Any management
fee payable is paid quarterly in advance.
Credit related Funds will pay an annual management fee of 1.5%–2% of the cost basis of Portfolio
Investments held by the Fund, paid quarterly in advance. The Fund and any Parallel Investment
Vehicles shall pay their pro rata share of the Management Fee in accordance with their relative
commitments or capital contributions.
Diversified Access & Credit focused funds will generally compensate LongWater through an
annual management fee of 2% of Net Invested Capital during the initial investment period, and
1.5% of net asset value following the termination of the Initial Offering Period, paid quarterly in
advance.
The LongWater SBIC Fund will pay an annual management fee of 1.5%–2% of leverageable
capital (comprised of regulatory capital and SBA-licensed leverage), subject to applicable SBA
regulations governing fees charged to SBIC licensees. Management fees charged to the SBIC Fund
are subject to SBA review and must be reasonable and consistent with the fund’s limited
partnership agreement.

The management fee, carried interest, or incentive fee may be waived or reduced at LongWater’s
discretion. Certain investors may receive more favorable terms, including reduced or eliminated
carried interest and/or management fees, as described in each Fund’s governing documents.
LongWater did not manage any Separately Managed Accounts during the year ended 12/31/2025.
However, in 2026, fees and compensation will be negotiated on a case-by-case basis with any
Client that is considered an SMA. We will generally charge a management fee based on a
percentage of deployed commitments related to the specific SMA and a performance-based fee.
Neither we nor any of our “supervised persons” accepts compensation for the sale of securities or
other investment products.
Additional Fees and Expenses:
The Fund will bear all costs and expenses incurred in connection with its organization and offering,
including legal and accounting fees, printing costs, and travel expenses, pursuant to each Fund’s
Limited Partnership Agreement.
LongWater may receive monitoring, transaction, consulting, directors, and other fees in connection
with the activities of the Funds. In certain circumstances, such fees may offset management fees
payable by the Funds.
Generally, each Fund pays all costs and expenses relating to its operations, including but not
limited to: legal, auditing, consulting and accounting fees; expenses of limited partner advisory
committee and limited partner meetings; indemnification and insurance; due diligence expenses;
extraordinary expenses such as litigation; borrowing costs; expenses of unconsummated
transactions; liquidation expenses; taxes and governmental charges; and any expenses incurred in
connection with tax audits or reviews.
Expenses shared among Funds are allocated in a manner that is fair, equitable, and consistent with
each Fund’s governing documents. LongWater maintains oversight procedures to ensure that fees
and expenses are calculated and charged in accordance with each Client’s governing documents
and will promptly correct any errors.

Item 7. Types of Clients
The Firm provides discretionary investment advisory services to private investment vehicles,
which are pooled investment vehicles comprised of a variety of qualified investor types including
family offices, institutional investors, and high net worth individuals. Beginning in 2026, the Firm
has expanded its client base to include separately managed accounts (“SMAs”) for qualified
investors seeking customized investment mandates outside of a pooled fund structure. All Clients,
whether fund or SMA, are subject to minimum investment requirements and eligibility criteria as
set forth in the applicable governing or investment management agreement.