Star Mountain Fund Management LLC

Item 5 - Fees and Compensation
The relationship between the Adviser and its Clients is governed by the Offering Documents. Pursuant to
the terms of the applicable Offering Documents, investors who pay management fees in advance would be
refunded a pro rata portion of such fee if the advisory relationship is terminated prior to the end of the
relevant billing period. Depending on the Client, management fees are generally based on capital
commitments or invested capital. The Offering Documents generally provide for a management fee of up
to 2.00% per annum, paid quarterly in advance. This management fee is subject to certain reductions and
offsets. The Adviser deducts management fees from the Client’s account.

In addition, certain Clients are subject to a performance fee in the form of carried interest of up to 20.0%
of all income, gains and losses derived from portfolio investments (the “Carried Interest”). Carried Interest
is typically allocated to an affiliate of the Adviser, which generally is the Fund’s general partner, pursuant to a
contractual distribution schedule. Where applicable, Offering Documents provide for a preferred rate or
hurdle rate of return of up to 10% to the investors of each Client.

The Adviser generally also charges either a non-recurring (i) due diligence and portfolio construction fee
or (ii) an initial closing fee, in each case of up to 0.5%, on the basis of capital committed either to each
Fund or to a particular portfolio investment (the “One-Time Fees”).

In addition to paying management fees, Carried Interest and One-Time Fees, the Funds will be subject to
other organizational expenses, generally subject to a cap of such fees, costs or expenses incurred in
connection with the organization of the Fund and the general partner. Any organizational expenses
incurred in excess of the cap detailed in the Fund’s Offering Documents will be borne by the Adviser

and/or the general partner. The Funds will also bear investment expenses, such as (i) expenses incurred in
connection with the evaluation, negotiation, due diligence investigation of portfolio investments, whether
or not consummated, (ii) expenses incurred in connection with the acquisition, management, carrying
or disposition of investments, (iii) expenses incurred in the operation of the Clients, including (a) expenses
incurred by the investment committee and the LP boards of advisors; (b) fees or costs charged by
administrators and other third-party vendors engaged to perform services for the Clients; (c) expenses
associated with legal, custodial, accounting and bookkeeping, financial reporting, treasury management,
tax advisory and tax compliance services (including the preparation of financial statements and tax returns
and the costs for in-house accountants and other non-legal personnel providing such services to the extent
such expenses are generally consistent with the costs customarily charged by third-party professionals),
but excluding costs of in-house attorneys; (iv) insurance, regulatory or litigation expenses, including
regulatory expenses of the General Partner and the Management Company, and any indemnification
expenses and advances pursuant to Offering Documents; (v) expenses incurred in connection with
distributions to the partners, and expenses incurred in connection with the winding up or liquidation of
the Clients and other expenses reasonably related to the purchase, management, administration, custody,
sale or transmittal of Fund assets. To the extent applicable, Funds may incur brokerage and other
transactions costs. Investors in Funds should review carefully Item 12, which discusses conflicts of
interest related to brokerage practices. Please consult the Offering Documents for a complete list of all
expenses charged to a particular Fund. In addition, the Adviser reserves the right to charge a different fee
structure for each Fund.

The Adviser generally also charges either a servicing fee, an administrative fee and/or a commitment fee
to its Accounts.

The Adviser has, and may in the future, elected to waive or reduce the management fees, performance-
based compensation and/or other fees for any investor, including investors that are affiliates and/or
related persons of the Adviser.

The Adviser and its personnel can be expected to receive certain intangible and/or other benefits and/or
perquisites arising or resulting from their activities on behalf of the Funds that will neither be subject to
an offset against any management fees payable to the Funds nor will otherwise be shared with the Funds
and/or portfolio companies. For example, airline travel or hotel stays incurred as Fund or account
expenses typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such
benefits and/or amounts will, whether or not de minimis or difficult to value, be retained by the Adviser
and/or such personnel (and not the Funds and/or portfolio companies) even though the cost of the
underlying service is borne by the Funds and/or portfolio companies.

Item 7 - Types of Clients
As described in Item 4, the Adviser’s clients are private investment funds, including a Fund that is
registered under the IC Act as a closed-end business development company, and separately managed
accounts suitable for institutional and other sophisticated investors. Any initial subscription or
commitment minimums for investors are disclosed in each Client’s Offering Documents.