Stafford Capital Partners Inc

ITEM 5: FEES AND COMPENSATION
Stafford US will receive an asset-based fee, and in some cases, a performance fee for managing the
Funds. The asset-based fee ranges from 0.85% to 1% of the net committed capital per year, as negotiated
with each client. Asset-based fees are paid on a quarterly basis normally in advance. Fees are not
generally refundable other than in certain circumstances set out in the constitutional documents of the
relevant Fund.

Stafford US may also receive a percentage (typically 5%) of any “net profit” that exceeds an annual
hurdle rate agreed to with the client, less an amount to compensate for prior period losses (the
“Performance Fee”). The hurdle rate may range from 8% - 12%. Any net decreases in the Fund value for
any fiscal year are carried forward and must be recouped before Stafford US can earn any additional
Performance Fee. For this purpose, “net profit” includes all items of income, deduction and realized and
unrealized gain and loss. Solely for purposes of computing this fee, net profits and net losses include
unrealized gains and losses. If an investor withdraws capital from the Fund, the performance fee for the
amount withdrawn will be calculated as of the withdrawal date. The Performance Fee is calculated as of
December 31 each year.

Fees are negotiated with each client on a Fund by Fund basis taking into account the type of investments
to be made on behalf of the Fund.

All performance fees will be charged in a manner that complies with Rule 205-3 of the Investment
Advisers Act of 1940, as amended from time to time.

  Other Costs Involved

Generally, Clients will proportionally bear all costs and expenses related to its investment activity and
operations as described in the constitutional documents of the Funds, including (but not limited to): Related
Insurance premiums, indemnifications and litigation; Out-of-pocket travel expenses incurred by the general
partner and it’s affiliates in investigating, evaluating or monitoring investments or investment opportunities;
in-house legal and tax professionals’ cost to the extent the service provided would otherwise be provided by
third-party attorneys and accountants; consulting fees for services to Clients that could not have been rendered
by the general partner in the ordinary course of its activities; banking, broken-deal, registration, qualification,
finders, depositary fees and commissions; cost of financial statements and other reports to Investors as well as
costs of all governmental returns, reports and filings.

ITEM 7: TYPES OF CLIENTS
  We provide investment advice solely to pooled investment vehicles. Generally each Fund is required to
  obtain committed capital of at least $25,000,000. This minimum may be waived at our sole discretion.