Shoreview Industries V LLC

ITEM 5.        FEES AND COMPENSATION
Interests in the Funds are offered only to certain qualified investors. Limited partnership interests
of the Funds will be sold only to “accredited investors” as defined under Rule 501 of Regulation
D of the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as
defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”).

Investors and prospective Investors are provided with a PPM prior to their investments. Such PPMs
contain a detailed description of fees, and Investors should refer to the relevant PPM for any
questions relating to fees.

Management Fee Payable to ShoreView:
The Management Fee payable by a Fund, as set forth in greater detail in the Fund’s Governing
Documents, is generally equal to 2% of aggregate commitments of the Fund, payable periodically
in advance less certain allowable credits, such as transaction, consulting, and placement agent fees.
Commencing with the first Management Fee due date after the expiration of the relevant Fund’s
commitment period, as described in greater detail in the Fund’s Governing Documents, the
Management Fee will typically step-down to a specified percentage (typically 2%) of adjusted
total capital contributions allocable to all portfolio securities held by the relevant Fund at the
beginning of such period for which the fee is being calculated less certain allowable credits such

as transaction fees and consulting fees. The Management Fee is typically waived in respect of
investments in a Fund made by the GP or related persons of such Fund.

As detailed in the Governing Documents of each Fund, the Management Fee applicable to each
Fund will be reduced by a percentage (which may vary from Fund to Fund) of: (i) any directors’
fees, financial consulting fees earned by ShoreView or an affiliate thereof from portfolio
companies (such fees “Value-Add Fees”); (ii) any transaction fees paid by portfolio companies to
ShoreView or an affiliate thereof; and (iii) any break-up fees from transactions not completed
which are paid to ShoreView or an affiliate thereof and by 100% of placement fees payable to any
placement agent in connection with the formation of the relevant Fund.

Performance-Based Fee payable to the GPs upon Distribution/Realization of
Investment Proceeds:
The general partner of each Fund (in each case our affiliate) is generally entitled to a “carried
interest” on each Fund’s profits in accordance with the provisions of each Fund’s limited
partnership agreement. The “carried interest” is generally equal to a percentage (typically 20%) of
the investment proceeds distributable by the Funds in excess of the capital invested by the Funds’
limited partners and their allocable share of fees and expenses and is subject to a preferred return.

It is critical that Investors refer to the relevant PPM and limited partnership agreement for
a complete understanding of how ShoreView (or the respective GP) is compensated for
advisory services. The information contained herein is a summary only and is qualified in its
entirety by such documents.

Buy-Side Intermediary Success and Retainer Fees
ShoreView and/or its affiliates engage buy-side intermediaries to source proprietary platform
investment opportunities (“NewCo”) and add-on investment opportunities relating to Fund
portfolio companies (“Buy-Side Engagements”). These Buy-Side Engagements generally obligate
ShoreView to cause the applicable NewCo or Fund portfolio company to pay a success-based fee
to the buy-side intermediary upon the closing for an investment sourced through the buy-side
intermediary. Such success-based fees are paid by the applicable NewCo or Fund portfolio
company that was introduced to Shoreview via the buy-side intermediary. The Buy-Side
Engagements generally require Shoreview or its affiliates to make advance periodic retainer
payments (“Retainer Payments”) to the buy-side intermediaries. Further, certain of these Buy-Side
Engagements obligate the buy-side intermediaries to refund to ShoreView a portion of the Retainer
Payments previously paid upon the closing of the applicable portfolio investment to which such
Retainer Payment relates (“Refund Payments”). The Retainer Payments would qualify as fund
expenses pursuant to the respective governing documents, however Shoreview generally pays such
Retainer Payments without seeking reimbursement from the relevant funds. ShoreView retains the
portion of any such Refund Payment less than or equal to the Retainer Payment and will not offset
management fees as a result of retaining such Refund Payments. In the event a Refund Payment
exceeds the Retainer Payment, the excess portion of the Refund Payment would be for the benefit
of the relevant fund. The Fund portfolio companies may also engage buy-side intermediaries
directly with similar terms as above. Any refundable retainers paid by a Fund portfolio company
would be reimbursed directly to the Fund portfolio company.

Expenses:
In addition to management fees payable to ShoreView and its affiliates, the Funds generally pay
the following expenses:
    • Legal, auditing, consulting, accounting;
    • Expenses associated with the Funds’ financial statements, tax returns and K-1’s;
    • Out-of-pocket expenses incurred in connection with transactions not consummated;
    • Expenses of an Advisory Board and annual meetings of Investors;
    • Insurance;
    • Other expenses associated with the acquisition, holding and disposition of investments,
        including extraordinary expenses (such as litigation, if any); and
    • Any taxes, fees or other governmental charges levied against the Funds.

The Funds also bear organizational and startup expenses (including legal, travel, accounting and
filing fees in connection with their formation) up to certain amounts as set forth in each Fund’s
Governing Documents.
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ITEM 7.        TYPES OF CLIENTS
ShoreView provides investment advisory services to pooled investment vehicles operating as
private equity investment funds. Interests in the Funds are not registered under the Securities Act,
and the Funds are not registered under the Investment Company Act. Accordingly, interests or
shares in the Funds are offered and sold exclusively to Investors that satisfy the eligibility
provisions outlined in Item 5 above.

The minimum capital commitment of an Investor is typically $5,000,000, subject to waiver by the
respective GP. In addition, the Funds may enter (and have entered into) into separate agreements,
commonly referred to as “side letters,” with certain Investors, to modify certain terms or add
different terms than those specifically described in the Governing Documents. Under certain
circumstances, these agreements could create preferences or priorities for such Investors.