Stanley Capital Management LLC

Item 5 – Fees and Compensation
Stanley Capital does not have a general fee schedule. The fees and expenses associated with
an investment in the Funds vary, depending on the Fund, and are described in detail in each
Fund's Offering Documents. Stanley may, in its sole discretion, manage other funds or
accounts with higher or lower fees, different fee structures and different expense payment
arrangements than the Funds.

The Stanley Partners Fund

Stanley Capital currently acts as investment manager to the Stanley Partners Fund, LP, a
Delaware limited partnership ("Stanley Partners Fund"). An affiliate of Stanley Capital,
Stanley Partners GP, LP, ("Stanley Partners GP") acts as general partner to the Stanley
Partners Fund. Set forth below is a description of the fees and expenses of the Stanley
Partners Fund.

Management Fees. Currently, Stanley Capital does not charge the Fund management fees.

Performance Allocation. Stanley Partners GP is entitled to receive a performance allocation
from the Stanley Partners Fund under certain circumstances. Item 6 of this brochure
discusses any performance allocation payable by the Stanley Partners Fund to Stanley
Partners GP. The performance allocation is typically deducted on the last day of the Fund’s
fiscal year.

Organizational Expenses. The Stanley Partners Fund bears the expenses of the organization of
the Stanley Partners Fund and the offering of the Stanley Partners Fund interests to investors,
including legal and accounting fees, printing costs, travel, "blue sky" filing fees and expenses
and out-of-pocket expenses. These expenses are typically deducted quarterly in arrears. The
organizational expenses borne by the Stanley Partners Fund are described in more full detail
in the Stanley Partners Fund's Offering Documents.

Direct Expenses of the Fund. The Stanley Partners Fund is responsible for all direct expenses
related to its operations and activities, including all of its expenses associated with its
investment portfolio, including brokerage commissions and other transaction costs. The
Stanley Partners Fund bears the full cost of expenses related to proxies, underwriting and
private placements, brokerage commissions, interest on debit balances or borrowings,
custody fees and any withholding or transfer taxes imposed on the Stanley Partners Fund.
The Stanley Partners Fund also bears all out-of-pocket costs of the administration and
operation of the Stanley Partners Fund, including accounting, audit and legal expenses, costs
of any litigation or investigation involving the Stanley Partners Fund's activities, and costs
associated with reporting and providing information to existing investors in the Stanley
Partners Fund. The Stanley Partners Fund does not bear the expenses research travel, office
space or marketing to prospective investors. Item 12 of this brochure discusses how Stanley
Capital selects brokers and determines the reasonableness of their compensation. The direct
expenses borne by the Stanley Partners Fund are described in more full detail in the Fund's
Offering Documents.

Stanley Partners GP, in its sole discretion, may agree with an investor to waive or modify
the application of any provision of the partnership agreement with respect to such investor,
without obtaining the consent of any other investor (other than an investor who is materially
and adversely affected by such waiver or modification).

Other than as described above, neither Stanley Capital nor any of its supervised persons
receives any compensation from the sale of securities or other investment products.

Item 7 – Types of Clients
Stanley Capital provides investment advisory services to the Fund based on the investment
objectives and strategies described in the Fund's Offering Documents. Stanley Capital, in its sole
discretion, may manage other funds or accounts with different objectives, higher or lower fees
and different fee structures than the Fund.

Investors in the Fund are required to complete and submit a subscription agreement binding them
to the terms of a Fund's governing documents. The Stanley Capital only admits "accredited
investors", as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 and
"qualified clients" as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended.
The minimum investment in the Stanley Partners Fund is $1,000,000, although the Stanley
Partners GP may accept investments in a lesser amount at its sole discretion.