Stockwell Ventures LLC

Item 5 – Fees and Compensation

 Management Fees
 Pursuant to the terms set forth in each Fund’s Management Agreement that was negotiated
 between the Adviser and such Fund, the Adviser receives a management fee (“Management
 Fee”) in connection with its provision of investment advisory services to such respective
 Fund.

 Generally, and pursuant to each Fund’s Management Agreement, the Adviser is paid the
 Management Fee in advance of the quarter in which investment advisory services are
 rendered. The Management Fee is typically based on each Limited Partner’s capital
 commitments (“Capital Commitments”), which are expected to significantly exceed
 portfolio assets early on in the life of the Funds, or invested capital.

 Pursuant to the Fund’s Governing Documents, each Limited Partner generally pays a
 Management Fee equal to 2% of such Limited Partner’s Capital Commitment. Upon the
 earlier to occur of (x) the end of the Fund’s commitment period or (y) the date on which
 the Capital Commitments available for draw down are zero, the Management Fee shall
 equal 2% of the amount of such Limited Partner’s aggregate capital contributions, reduced
 by the amount of the distributions to such Limited Partner constituting a return of capital
 contribution and the amount of any write-down.

 The Adviser can, in its sole discretion, reduce, waive or calculate differently the
 Management Fee with respect to certain investors, including, without limitation, investors
 that are members, partners, affiliates or employees of the Adviser, or members of the
 immediate families of such persons and trusts or other entities for their benefit. The
 Management Fee will be reduced by certain fees received by the Adviser or its affiliates as
 further described in the Governing Documents.

 Additional Fees and Expenses
 Each Fund will generally bear all costs and expenses incurred in connection with the
 organization of the Fund and all other costs, expenses and liabilities incurred by or on
 behalf of the Fund related to the operation, administration and other activities of the Fund
 (and its subsidiaries’ and intermediate entities’, as applicable), including, but not limited
 to (and subject to any further restrictions set forth in the Governing Documents):
 administrative, tax and accounting, audit, legal, depositary, safekeeping and other
 professional fees and expenses, reasonable costs of holding any meetings of the Limited
 Partners or with individual Limited Partners, allocable total compensation (inclusive of
 bonus and benefits) of in-house attorneys, accountants, tax advisors, marketing specialists
 and other professionals, fees, costs and expenses allocable to the participation of any
 employee of a Portfolio Company as a beneficiary of any insurance policy or benefit plan
 of the Adviser or an affiliate thereof, costs of any liability insurance obtained with respect
 to any indemnified person, fees, costs and expenses incurred in connection with
 administering side letters, costs associated with reporting and providing information to

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Form ADV Part 2A: Firm Brochure

 existing and prospective Limited Partners, and expenses associated with the maintenance
 of books and records of the Fund; all appraisal and valuation expenses; all taxes, including
 any withholding, transfer or other taxes imposed on the Fund, all governmental charges,
 registrations, fees and duties imposed on or payable by the Fund or any subsidiary
 investment vehicle, and all expenses associated therewith, including those expenses
 incurred in connection with the registration, qualification or exemption of the Fund under
 any applicable laws, all related professional fees and expenses, and all expenses incurred
 in connection with any investigation or review of the Fund or any settlement entered into
 by the Fund; all unreimbursed fees, costs and expenses incurred in connection with the
 collection of amounts due to the Fund from any person; all fees, costs and expenses
 incurred in connection with any restructuring or amendment to the constituent documents
 of the Fund; all fees, costs and expenses relating to a Limited Partner advisory committee
 meetings and materials; all fees, costs and expenses (and damages) related to regulation,
 litigation, investigations, proceedings or compliance with applicable law, in each case
 related to the Fund or its investments; all fees, costs and expenses incurred in connection
 with compliance or filings related to the E.U. Alternative Investment Fund Managers
 Directive (“AIFMD”) or the E.U. General Data Protection Regulation or similar regulation
 in any jurisdictions, including the fees and expenses of any third-party service provider
 retained in connection therewith; all fees, costs and expenses related to complying with the
 U.S. Foreign Account Tax Compliance Act and similar regulations and administrative
 requirements in other jurisdictions; all fees, costs and expenses incurred in connection with
 administrative proceedings relating to the determination of Fund items at the Fund level;
 all reasonable fees, costs and expenses incurred in connection with the dissolution and
 winding up of the Fund and any subsidiaries thereof; all fees, costs and expenses incurred
 on account of taxes, fees or other governmental charges of the Fund; all fees, costs and
 out-of-pocket expenses and liabilities directly related to investments and expenses incurred
 in relation to prospective investments including (A) legal, accounting, consulting,
 investment banking and other professional costs, including those provided by affiliates of
 the General Partner or the Adviser, (B) travel (at rates not exceeding first-class equivalent
 fares), accommodation, meal and entertainment costs, (C) private placement fees,
 syndication fees, bank charges, appraisal fees and taxes, underwriting commissions and
...

Item 7 – Types of Clients

 The Adviser provides investment advice solely to Funds which are privately offered, pooled
 investment vehicles that are exempt from registration as “investment companies” under the
 Investment Company Act. Investors participating in the Funds generally include individuals,
 banks or thrift institutions, other investment entities, university endowments, sovereign
 wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable
 organizations or other corporations or business entities and from time to time include,
 directly or indirectly, principals or other employees of the Adviser and its affiliates (as well
 as members of their families), service providers retained by the Adviser, as well as
 executives of Portfolio Companies.

 The General Partner is generally permitted to establish Funds that are alternative investment
 vehicles in order to permit certain investors to participate in particular investment
 opportunities in a manner desirable for tax, regulatory or other reasons. Alternative
 investment vehicle sponsors generally have limited discretion to invest the assets of these
 vehicles independent of limitations or other procedures set forth in the organizational
 documents of such vehicles and the Fund.

 The Fund generally has a minimum investment amount of $500,000 for third-party investors,
 however, the General Partner is generally permitted to waive such minimum investment
 amount. Interests are offered and sold solely to accredited investors that are also qualified
 clients and, unless waived by the General Partner, qualified purchasers (or qualified
 knowledgeable Adviser personnel).

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Form ADV Part 2A: Firm Brochure