Buttonwood Group Advisors LLC

Item 5 - Fees and Compensation

Management Fees

Investors in the Private Funds subscribe to a Series of the Private Funds by contributing
capital upon returning a signed subscription agreement that is accepted by the Manager of
the Private Fund. Unlike many other Private Funds, Buttonwood’s Private Funds charge a
one-time 3% management fee based on an Investor’s contributed capital but do not charge
an on-going management or advisory fee nor do they charge for expenses incurred in
operating the Private Funds.

In addition to the one-time management fee, the amount of an investor’s capital available
for purchase of private fund interests is further reduced by the investor’s pro rata portion of
all formation costs and all closing costs related to each closing of the purchase and sale of
the units in the Private Fund (including legal fees in connection therewith), a placement

agent fee of 7% of an investor’s contributed capital, and, at times, brokerage or stock
procurement fees averaging 5%.

Buttonwood is responsible for paying all ongoing expenses of the Private Funds. The Private
Funds will bear responsibility for all formation costs and all closing costs related to each
closing of the purchase and sale of units (including legal fees in connection therewith).
Buttonwood is responsible for all operating costs such as rent and fees of the Private Fund
and for all other operating costs such as third-party administrators and accountants. As
Buttonwood is responsible for the expenses of the Private Funds, the Private Funds will not
make any capital calls on the investors of such Private Fund to fund expenses.

Any fees described above are subject to reduction for a particular investor pursuant to
written side letter agreements.

Performance Fees

In the event that a Private Fund is successful in liquidating its investments held by any
particular Series and the Manager elects to make distributions of the proceeds (in cash or
most typically, in kind) to the investors of such Series, such distributions will be made
initially to the investors of that Series until they have received aggregate distributions in an
amount equal to one hundred percent (100%) of their total capital contributions to the
Series. For any subsequent distributions, the Manager will be entitled to share in any profits
of the Private Fund with respect to such Series as a carried interest (the “Carried Interest”)
as set out below. The Manager has assigned its rights to the Carried Interest to Buttonwood
pursuant to the advisory agreement.

It is the Manager’s intention to distribute Issuer securities, cash, or a combination of both to
investors of the Series holding such Issuer securities as soon as practicable following an IPO
or other liquidity event of the relevant Issuer and the expiration of any lockup or similar
restrictions. The Manager, however, has the discretion to make or refrain from making
distributions at any time. If made, distributions will be made on a Series-by-Series basis, and
the investors of a Series shall be entitled to the benefits of that particular Series only and
shall not be entitled to share in the profits, losses, allocations, or distributions of any other
Series of which they are not an investor. Buttonwood has the authority, in its sole discretion,
to sell or otherwise dispose of Issuer securities at any time that it is legally and contractually
permitted to do so, to incur expenses (which may include brokerage commissions) and to
apply the proceeds of such disposition as it deems advisable in the interest of the Private
Fund. Commissions generated in such situations may be payable to the placement agent
and/or other broker-dealers.

The Manager, in its discretion, but is not required , makes distributions out of available cash
to investors to enable such investors to satisfy any tax liabilities resulting from the allocation
of profits and/or losses to the investors in the event that normal (non-tax related)
distributions are less than the amount of such tax liabilities. Tax distributions may be made

on a Series-by-Series basis. If the Manager elects to distribute Issuer securities in-kind to
investors, it is unlikely that any tax will accrue in respect of the ownership of the units prior
to such distribution and it would, therefore, be unlikely that any tax distributions would be
required. All prospective investors should consult their financial, tax and legal advisors
regarding the appropriateness of making an investment in the Private Funds.

Subject to tax distributions (if any) and modification to the terms and conditions of any
particular Series (or to any particular units through a side letter), and after paying and
discharging the Series’ debts and liabilities (including, without limitation, interest expense
and amortization of principal with respect to advances provided by the Manager),
distributions in respect of any Series will be made in the following order of priority:

   (i)     first, 100% to the investors of the Series in proportion to their respective Series
           percentages, until such time as each such investor has received distributions in
           an aggregate amount equal to their aggregate capital contributions for that Series
           (i.e., investment returned); and

   (ii)    thereafter 80-85% to the investors of the Series in proportion to their respective
           Series percentages, and 15-20% to the Manager as a Carried Interest depending
           on the Carried Interest terms outlined in the relevant Series offering materials.

The Manager has assigned the above right to Carried Interest to Buttonwood under the terms
of the advisory agreement. The Manager may (with the consent of Buttonwood), in its sole
discretion, elect to reduce or waive its Carried Interest in respect to some investors, in which
case the portion of such distributions that would otherwise be payable to the Manager will
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Item 7 - Types of Clients

Buttonwood provides discretionary investment advisory services to Private Fund clients.
The Private Fund investors are comprised of qualified high-net-worth individuals, trusts and
institutions. The Private Funds offer up to a certain dollar amount of units of limited liability
company interest only to investors that are “accredited investors” (as defined in Rule 501(a)
of Regulation D promulgated under the Securities Act of 1933, as amended that are also
“qualified clients” as defined in Rule 205-3 promulgated under the Investment Advisers Act
of 1940, as amended or “qualified purchasers” as defined in 15 U.S. Code 80a-2-51. The
minimum subscription by a purchaser is typically $100,000, although such minimums can
vary with each Private Fund and the Manager may, in its sole discretion, offer and sell units
in smaller denominations.

Additional details concerning applicable criteria will be provided in each Private Funds’
governing documents (e.g., operating agreements and private placement memoranda and
related supplements, as applicable).