Sonoma Brands Partners II LLC

Item 5. Fees and Compensation

Below is a discussion of how the Adviser is typically compensated in connection with providing
advisory services to its Clients. Because the Adviser may enter into different fee arrangements on a
Client-by-Client basis, please ensure you obtain and carefully read and study all applicable offering
documents for any Fund or Funds for which the Adviser provides investment advisory services.

The Adviser or its affiliates generally receive management fees or performance fees (or carried
interest) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio
companies may also make other payments to the Adviser or its affiliates for services provided to the
portfolio companies which, in certain circumstances, reduce the advisory fees payable to the Adviser,
and in other circumstances does not reduce the advisory fees payable to the Adviser. Additionally,
consistent with the Governing Documents of a Fund, the Fund typically bears certain out-of-pocket
expenses incurred by the Adviser in connection with the services provided to the Fund and/or the
portfolio companies.

With respect to co-invest Funds, any fees received by the Adviser are generally negotiated on a
vehicle-by-vehicle basis, but may include commitment-based fees, performance-based fees or
allocations, expense reimbursements or other administrative fees similar to those described below
relating to the Funds. Generally, current co-invest opportunities, whether through a co-invest Fund
or otherwise, are offered on a no fee, no carried interest basis. Any such management or
administrative fees received by the Adviser relating to a co-invest Fund do not offset the management
fees paid to the Adviser by the Funds.

Further details about certain common fees and expenses are set forth below.

Management Fee

The Funds typically pay a management fee (deducted directly from a Funds’ account) to the Adviser.
The management fee is typically assessed at the rate of 2.0% per annum of aggregate commitments
of the limited partners and funded on a quarterly basis by each limited partner. For additional
information, please refer to the specific offering documents for each Fund(s) which may contain
different management fee provisions, management offset provisions and payment structures than that
described above.

Performance Allocation

The Adviser or its affiliates typically receive carried interests allocations from each of the Funds of
up to 20% of distributable cash of each portfolio investment. Carried interests allocations may be
subject to hurdles and/or claw-backs, depending on, among other things, the strategy of the relevant
Funds and market returns. For additional information, please refer to the specific offering documents
for each Fund(s) which may contain different carried interest provisions and payment structures than
that described above.

Organizational Expenses

The Funds will typically bear all costs and expenses incurred in connection with the organization of
the Funds, including legal and accounting fees, printing costs, travel and out-of-pocket expenses, and

all costs and expenses incurred in connection with the offering of interests. Such expenses may be
subject to certain limitation that are more fully explained in each Funds’ applicable offering
documents.

Fund Expenses

Funds will typically pay all reasonable costs and expenses relating to its activities, including, without
limitation, (i) all fees, costs and out-of-pocket expenses, including travel (at no more than business
class rates), directly related to the sourcing, researching, diligencing, acquiring, holding, monitoring
and sale of investments and prospective investments, whether or not consummated, in portfolio
companies, as applicable, (ii) for transactions not consummated by the Funds, all amounts payable
to third parties and all fees and expenses of lenders, investment banks and other financing sources in
connection with arranging financing for transactions which are not consummated, and any deposits
or draw-down payments which are forfeited in connection with unconsummated transactions, (iii)
expenses of any administrators, consultants, custodians, legal counsel, custodians, appraisers,
brokers, accountants and other professional service providers (including the audit and certification
fees and costs of printing, preparing and distributing reports to the partners), (iv) any insurance,
indemnity, litigation, audit and investigation expenses (including all amounts paid in connection with
settlements, penalties, fines and judgments, but excluding in any event amounts for which
indemnification is not available as described below), (v) all costs and expenses of meetings of the
Advisory Board and Partners, any votes or consents of partners or the advisory board, any
amendments to or waivers of the Fund agreement or any related agreement (except to the extent such
votes, consents, amendments or waivers are undertaken principally for the economic benefit of the
general partner or to address tax or matters specific to the general partner), (vi) principal, interest,
fees and any other obligations or expenses arising out of any indebtedness, including, without
limitation, any fees and expenses incurred as a result of the implementation and utilization of any
credit facility, (vii) certain taxes and any fees or other governmental charges levied against the Funds
and all related filing fees, and (viii) all fees, costs and expenses of the wind down of the Funds and
the general partners and the liquidation of the assets of the Funds in connection therewith.

Other Fees and Potential Conflicts of Interest

The general partners, the Adviser, the principals or their affiliates may receive customary break-up
and topping fees, commitment fees, advisory fees, consulting fees, monitoring fees, directors’ fees
and organizational, set-up, transaction, financing, divestment, investment banking, underwriting,
...

Item 7. Types of Clients

The Adviser currently provides investment supervisory services to various Funds. Investment
advice is provided directly to a Fund (subject to the direction and control of the general partner of
each such Fund, if applicable) and not individually to investors in such Fund.

The Adviser typically requires a minimum commitment size in the amount of $5 million for each
investor in the Funds. The General Partner of each Funds have in the past and may in the future, in
its sole discretion, permit investments below the minimum amounts set forth in the Governing
Documents of such Fund.