Seaside Equity Partners LLC

Item 5 – Fees and compensation

A.      Fee Schedule
The fees and compensation payable to Seaside Equity are negotiable and vary among its
Clients. In general, the Firm receives a management fee and a carried interest in connection
with the provision of advisory services to its Clients. The Firm or other Seaside Equity entities
or affiliates receive additional compensation in connection with management and other
services performed for portfolio companies of the Funds and such additional compensation
will offset in whole or in part the Management Fees (as defined below) otherwise payable to
the Firm to the extent provided by the Constituent Documents. Investors in a Fund also bear
certain expenses.
The range of compensation is generally as follows:
        1.      Management Fee
With respect to the Funds, Seaside Equity typically receives a quarterly asset-based
management fee (the “Management Fee”) calculated as a percentage of each Investor’s capital
account, payable quarterly in advance. The management fee is generally 2%.
Generally, the Constituent Documents provide that a Fund’s Management Fees will be
calculated and charged on a basis that generally is not tied to the Fund’s then-current net
asset value. As further specified in the Constituent Documents, from the effective date of the
relevant Fund until a date specified in the Constituent Documents (the “Stepdown Date”),
Management Fees generally will be charged based on a formula tied to the amount of the
relevant Fund’s aggregate 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 borrowing component and the amount of
any capitalized Transaction Fees (as defined below) and expenses, including costs of
Operations Group members) made by the relevant Fund relating to the Fund’s aggregate
investment(s) in any portfolio company that have not been disposed of or completely
written-off for U.S. federal income tax purposes (such completely written off investments,
“Impaired Value Investments”).
Under the Constituent Documents, where the fair market value of the remaining investments
in a portfolio company exceeds the total amount of existing and former investment
contributions relating to such investment, post-Stepdown Date Management Fees will not be
calculated based upon such appreciated value and will instead continue to be calculated
based on the amount of such investment contributions. Conversely, the Constituent
Documents do not require Management Fees to be reduced or refunded following the
occurrence of a write-off, decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends), roll-over
investment in connection with a sale or dividend distribution, except in the case of

investments that have been fully disposed of or meeting the Impaired Value Investment
standard under the Constituent Documents.
As a result, the amount of Management Fees generally will not correspond with fluctuations
in the net asset value of individual investments or of the Fund, including following the
relevant investment period, and will not be reduced in connection with any write downs
(whether temporary or permanent), except in the case of Impaired Value Investments. Except
where the Constituent Documents expressly provide to the contrary, Management Fees will
not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions
(e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-
over investments, extraordinary dividends or similar transactions in each case in
circumstances that do not result in the complete disposition of the relevant Fund’s interest
therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership
percentage in such investment has been reduced (including substantially reduced) as a result
of such transaction.
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, Seaside or its
affiliates. Therefore, the Firm generally has an incentive to capitalize fees and expenses into
investments. Further, Management Fees generally will not be reimbursed or refunded under
the Constituent Documents in the event of realizations, dispositions or partial write downs
or write-offs that occur partway through the relevant calculation period.
The Constituent Documents set forth the full list of terms under which Management Fees will
be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Constituent Documents until they are reduced
in the circumstances and on the date(s) specified therein.
          2.       Carried Interest
The Firm generally will receive a carried interest with respect to a Fund equal to 20% of all
realized profits subject to a 8% compound preferred return, as more fully described in the
Constituent Documents.
It is expected that any future Funds will have a similar compensation structure.
          3.       Transaction Fees
The Management Fee will be reduced by an amount approximately 80-100%1 of the relevant
Fund’s portion of Transaction Fees attributable to Partners not designated as “affiliated
partners” by the relevant General Partner. “Transaction Fees” include any: (i) directors’ fees,
financial consulting fees or advisory fees paid to the Firm with respect to any Fund
investment; and (ii) transaction fees paid to the Firm with respect to any Fund investment;
...

Item 7 – Types of Clients

Seaside Equity provides investment advice and management to the Funds. Seaside Equity
may in the future provide the same or similar services to other privately placed investment
funds and/or separately managed accounts.
Seaside Equity will offer Interests only through non-public transactions in order to maintain
their exclusion from “investment company” status under the Investment Company Act of
1940, as amended (the “Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain
withdrawal restrictions and limitations. Prospective Investors are encouraged to thoroughly
review a Fund’s Constituent Documents, which set forth all of the terms in detail. Though the

Clients generally pursue the same strategy, offering terms may differ. The investors
participating in the Funds generally include individuals, 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 the Firm and its affiliates and
members of their families, Operations Group members or other service providers retained by
the Firm or a Fund, as well as executives of portfolio companies.
The Funds. Each Investor generally must be an “accredited investor” (as defined in Regulation
D under the Securities Act of 1933), and unless waived by the relevant General Partner, a
“qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of
1940, as amended) and an Investor who is eligible to enter into a performance fee
arrangement under state and/or federal law, as applicable. Investors must meet other criteria
as specified in the Constituent Documents. The minimum initial investment is generally
$5,000,000, subject to waiver at the discretion of Seaside Equity.