Mason Wells Inc

ITEM 5 - FEES AND COMPENSATION

Mason Wells, Inc.
For providing administrative and management services, Mason Wells is entitled to receive
certain fees from the Funds. All fees earned by Mason Wells derive from the management and
transaction fees earned by the Relying Advisers. Mason Wells does not directly contract with
the Funds or Executive Funds. All fees paid by a Fund or Executive Fund are dictated by its
governing documents and are more fully detailed below for its respective Relying Adviser. Fees
are established by the terms of a Fund’s Partnership Agreement (or operating agreement in the
case of an Executive Fund), as amended from time to time, and are deducted from that Fund’s
assets as they become due.
Management Fees are paid by the Funds to the Relying Advisers (and by the Executive Funds to
the managing member or members of such Funds, who assign such Management Fees to Mason
Wells) quarterly in advance, generally based upon either net invested capital or total capital
contribution obligations. The manner in which such fees are calculated vary by Fund and
Executive Fund, and may (and in the case of the Funds, will) change over time, pursuant to
factors such as the terms of the applicable partnership agreement or operating agreement, fee
waivers by the Relying Advisers, and fee agreements made pursuant to amendments to the
applicable partnership agreement. The Relying Advisers (and their officers, members and
affiliates and Mason Wells and its employees) also are permitted and expect to receive certain
transaction fees and break-up fees from their applicable Fund’s portfolio companies that flow
through to Mason Wells. To the extent a Relying Adviser (or certain affiliated persons, to the
extent set forth in the applicable Partnership Agreement) receives these fees in respect of such
Fund, they will generally be 100% credited against the Management Fee of the applicable Fund.
In addition, as described in Item 11, amounts received by executive operating partners of the
Fund do not offset the Management Fee.
Management Fees are currently as set forth below, calculated on an annual basis:

               Fund                    Fee
               Fund IV                 1% of net invested capital
               Executive Fund IV       1% of aggregate capital commitments
               Fund V                  2% of aggregate capital commitments
               Executive Fund V        1% of aggregate capital commitments

Management Fees earned by a Relying Adviser (or the managing members of an Executive
Fund), as well as any transaction or other fees that a Relying Adviser (and its officers, members
and affiliates and Mason Wells and its employees) is permitted to retain pursuant to the terms

MASON WELLS, INC.                                                                       3|Page

Form ADV Part 2A Brochure

of the applicable partnership agreement (which fees are described in greater detail below), are
distributed to Mason Wells as compensation for its management and administrative services.
In accordance with common industry practice, each Relying Adviser has entered and may in the
future enter into letter agreements with certain investors pursuant to which it grants the
investors specific rights, benefits, or privileges that are not made available to investors
generally, which typically include rights, benefits, or privileges that are more favorable than
those given to other investors.
Mason Wells does not receive any other form of compensation from the Relying Advisers.
However, each Fund is responsible for reimbursing the Relying Adviser for expenses incurred
on behalf of the Fund. To the extent those expenses were actually incurred by Mason Wells, such
reimbursements will flow through the Relying Adviser to Mason Wells. Further, each Fund
absorbs all of its own operating expenses, such as those for accounting, administrative, legal,
and management expenses and reimburses the Relying Adviser and the applicable Fund
advisory board for out-of-pocket expenses incurred to third parties in conjunction with such
operation and private placement.
Partners IV
For providing its management services, Partners IV is entitled to receive from Fund IV both
management and growth-based fees, as described in this Item and Item 6 below. Fees are
established by the terms of Fund IV’s Partnership Agreement and are deducted from Fund IV’s
assets as they become due (in the case of the Management Fees, quarterly in advance). The
managing members of Executive Fund IV, who are affiliated with Partners IV, receive certain
Management Fees from Executive Fund IV in accordance with its Operating Agreement.
Management Fees - Management Fees are paid by Fund IV to Partners IV quarterly in advance
and are currently 1% of Net Invested Capital. The Management Fee percentage varies as follows:
   From and after the earlier of: (a) the Final Call Date; or (b) the creation and funding of a
    Successor Fund and until the earlier of (i) the dissolution or termination of Fund IV; (iii)
    the creation and funding of a Successor Fund (if after the Final Call Date) or (iv) the Final
    Call Date (if after the creation and funding of a Successor Fund), the Management Fee shall
    be 2% of the Net Invested Capital.
   From and after both the Final Call Date and the creation and funding of a Successor Fund
    and until the earlier of the dissolution or termination of Fund IV, the Management Fee shall
    be 1% of the Net Invested Capital.
   If Fund IV’s term continues after the eleventh anniversary of the Commencement Date,
    then the Management Fees will be reduced to 0.25% of Net Invested Capital, unless the
    Fund IV limited partners approve the continuation of a higher fee.
As used above, “Final Call Date” generally means the sixth anniversary of the date as of which
Partners IV informed the Fund IV limited partners that its members had commenced identifying,
...

ITEM 7 - TYPES OF CLIENTS/MINIMUM ACCOUNT SIZE

Mason Wells, Inc.
Mason Wells has no direct clients, but may be deemed to indirectly provide services to each of
the Funds and Executive Funds. The only client of each Relying Adviser is the Fund it advises
(and, to the extent deemed managed, each Fund’s respective Executive Fund). Each Fund and
Executive Fund generally has a stated minimum investment of $5 million and $100,000,
respectively; however, each Fund has discretion to accept a smaller capital commitment from
potential investors, provided they meet other qualification requirements applicable to the Fund.
In the case of all Funds and Executive Funds, the Relying Adviser imposed certain restrictions
as to the type of investor that it would admit as a limited partner. For each of the Funds and
Executive Funds, this limitation included a requirement that the investor be considered an
“accredited investor” as contemplated by Rule 501 of Regulation D under the Securities Act.
Fund IV and Fund V each required that all Limited Partners represent that they qualify as a
“Qualified Purchaser” under the Investment Company Act of 1940, as amended.