Shorecliff Asset Management Company LLC

Item 5: Fees and Compensation

Management Fee

As compensation for management and related administrative services provided to the Funds, Shorecliff
receives a management fee (“Management Fee”), typically payable monthly in arrears as of the first
business day of each month, from Shorecliff Pacific Founders Fund LP, and Shorecliff Pacific Institutional
Partners Fund LP in the following manner:

Shorecliff Pacific Institutional Partners Fund LP:

Pursuant to the Investment Management Agreement, the fund charges annual management fee based on
the class of interests an investor holds. The fee is calculated monthly using the value of each investor’s
capital account as of the prior month-end. The annual fee rates for each class are:

   •   Leadership Class / Class A: 0.70% per year

   •   Class B: 0.95% per year

   •   Class C: 1.20% per year

The fee is charged monthly and is prorated if an investor makes a contribution or withdrawal during the
month.

Shorecliff Pacific Founders Fund LP:

Pursuant to the Investment Management Agreement, the Partnership shall pay a single management-fee
rate across all Limited Partners other than Affiliated Partners. The fee is calculated monthly based on the
NAV attributable to each investor’s capital account as of the prior month-end as follows:

   •   All non-affiliated Limited Partners: 0.70% per year

Subscriptions made at any time other than the first business day of the month shall pay pro-rated
Management Fees for any partial period. Capital accounts withdrawn on a day other than the last day of
a month or if the date on which the Fund makes its final distribution is a date other than the last day of a
month, the Management Fee shall be pro-rated for any partial periods based on the number of days
elapsed in such period and calculated on the basis of thirty-day month.

Shorecliff reserves the right to waive, reduce or modify the Management Fee payable with respect to one
or more limited partner’s capital account as determined in the General Partner’s sole discretion. Shorecliff
typically charges a minimum monthly Management Fee that is individually negotiated with each Client.

Shorecliff, the General Partner, or its affiliates occasionally receive advisory fees, consulting fees,
origination fees, directors’ fees, monitoring fees, commitment fees, break-up fees and similar fees in
connection with investments of the Fund or other similar anticipated fees received in connection with
investments of the Fund “Fee Income.” Please refer to Shorecliff’s Fund and the Firm’s governing
documents with regard to Fee Income.

Expenses

Clients are typically responsible for paying all costs and expenses relating to the operations and
investments including but not limited to operational expenses and organizational expenses as set forth in
the respective offering documents. The Clients will incur expenses in connection with Shorecliff’s advisory
services that are not included in Shorecliff’s fees, including without limitation transaction fees, brokerage
commissions, custody fees and other related costs and expenses that will be incurred by the Client with
respect to the transactions for its account. The Fund is responsible for paying all fees, costs, and expenses
incurred in connection with forming the Fund, including but not limited to fees, costs and expenses related
to offering and marketing the interests in the Fund, capital raising and related administrative expenses,
registration, and compliance related expenses, as applicable. Organizational expenses will be amortized
over a period of sixty (60) months from the date of the initial Fund closing.

The Fund bears all costs and expenses relating to the operations and Investments of the Fund which may
be paid by Shorecliff and reimbursed by the Fund or each Client. Such expenses include but are not limited
to:

    •   structuring, making, acquiring, closing, consummating, holding, monitoring, maintaining,
        financing, refinancing, pledging, restructuring, or otherwise disposing of any investment;
    •   broken deal expenses;
    •   other fees, costs and expenses incurred in connection with the operation, administration or
        carrying on of the activities or operations of the Fund, and any subsequent Client;
    •   litigation-related and indemnification fees; and such other expenses necessary to perform the
        operation of the Fund as determined by the General Partner in its sole discretion.

It is very important that investors refer to their respective governing documents for a complete
understanding of how Shorecliff is compensated for its advisory services. The information contained
herein is a summary only and is qualified in its entirety by the relevant governing documents. Shorecliff
will act in accordance with the Fund and the Firm’s governing documents with regard to how to allocate
such income.

Item 6: Performance-Based Allocation and Side-By-Side Management
Fees
At this time Shorecliff does not accept performance-based fees based on a share of capital gains or on
capital appreciation of the assets of a Client.

Item 7: Types of Clients
The Investment Manager provides discretionary investment advice to the Fund as more fully described in
Item 4 (Advisory Business). The Fund is the sole client of Shorecliff as of this filing.