Stone-Goff Management LLC

ITEM 5 - FEES AND COMPENSATION

Stone-Goff and its affiliates receive management fees and/or carried interest from the
Funds. The Funds may also indirectly incur or generate other fees payable to Stone-Goff,
depending on the nature of the portfolio activities. Certain fees generally will reduce
management fees otherwise payable to Stone-Goff as described below.

The Funds may also bear certain out-of-pocket expenses incurred by Stone-Goff in
connection with the services provided. The following sections discuss the most common
fees and expenses, which are described in more detail in the relevant Offering Documents
for the Funds.

Management Fees

As an investment adviser to the Funds, as further described in the Offering Documents,
Stone-Goff receives an annual management fee generally equal to 2% of the Investor’s
committed capital amount that is generally payable quarterly or semi-annually in advance.
Specific rates with respect to any Fund are set forth in the relevant Fund’s Offering
Documents. Additionally, Stone-Goff has in the past and could in the future waive or
reduce management fees for certain Investors at its own discretion.

Generally, Stone-Goff’s investment advisory contracts with the Funds will terminate
within a reasonable period of time following one party’s receipt of written notice of
termination (for any (or no) reasons set forth in the investment advisory contract) from the
other party. Investors in the Funds do not generally have the ability to terminate the
investment advisory contracts between such Funds and Stone-Goff. Similar advisory
services may be available from other investment advisers at lower cost.

Performance-Based Arrangements

Please see Item 6 for a discussion of the performance-based arrangements payable to
affiliates of Stone-Goff in respect of the Funds.

Fee Offsets

Stone-Goff Partners III, LP

In connection with the Funds and its investment(s), fifty percent (50%) of any transaction,
directors’, management, monitoring, consulting, break-up, and other similar fees received

by the Investment Manager and its affiliates and employees in connection with the Funds
and its investment(s), net of unreimbursed transaction expenses incurred by the Investment
Manager, will be applied to reduce the management fee for the following semi-annual
period. To the extent such offsets would reduce the management fee for a given semi-
annual period below zero, such offsets will be carried forward and reduce future
installments of the Management Fee.

Stone-Goff Partners IV, LP

One hundred percent (100%) of any transaction, directors’, management, monitoring,
consulting, break-up, and other similar fees received by the Investment Manager and its
affiliates and employees in connection with the Funds and its investments, net of
unreimbursed transaction expenses incurred by the Investment Manager, will be applied to
reduce the management fee for the following quarterly period. To the extent such offsets
would reduce the management fee for a given quarterly period below zero, such offsets
will be carried forward and reduce future installments of the management fee. Various
costs and expenses will reduce transaction fees, including out-of-pocket costs and expenses
(including travel expenses) incurred by the General Partner in connection with any
consummated or unconsummated transaction or in connection with generating any such
transaction fees. To the extent that any other fund or any other entity or individual co-
invests alongside the Fund in any portfolio company investment, any transaction fees will
be allocated among the Fund and the co-investors in proportion to the cost of the investment
or potential investment in the portfolio company held by each. Accordingly, the Fund will
only benefit from the management fee reduction described above with respect to its
allocable portion of any such transaction fee and not the portion of any fee allocable to any
other investor in a portfolio company.

Expenses Applicable to the Funds

The Funds will be responsible for all expenses relating to its own operations (“Fund
Expenses”), including, without limitation, (a) the management fee, (b) fees, costs and
expenses related to the discovery, evaluation, purchase, holding, restructuring,
management, monitoring and sale of investments, including, without limitation, travel,
accommodation, meal and entertainment expenses related to such investments or
prospective investments, syndication fees, bank charges, underwriting commissions and
discounts, brokerage fees, sales commissions, finder’s fees, closing and execution costs
and information services, and appraisal and valuation fees, (c) principal, interest, fees, costs
and expenses and other amounts payable relating to borrowings, financings or guaranties,
(d) fees, costs and expenses relating to third-party services, including custody, legal,
accounting, consulting, investment banking, administrative, tax, audit, depositary,
safekeeping and other professional services, which services may be provided by affiliates
of the General Partner or the Investment Manager, (e) any insurance or indemnity expenses
(including the cost of premiums with respect to any directors and officers or similar
insurance for the employees of the Investment Manager), (f) fees, costs and expenses

relating to the Funds’ administration, including preparation of its financial statements and
reports to Investors, (g) fees, costs and expenses relating to meetings of Investors, (h) fees,
costs and expenses relating to the Investor advisory committee, including reasonable and
customary out-of-pocket expenses of its members, (i) any taxes, fees or other governmental
charges levied against the Funds other than those specifically chargeable to an Investor, (j)
fees, costs and expenses related to structuring, organizing, operating and maintaining
investment vehicles, (k) fees, costs and expenses relating to unconsummated transactions,
...

ITEM 7 - TYPES OF CLIENTS

Stone-Goff provides discretionary investment advisory services to the Funds, each a
privately offered pooled investment vehicle, and not individually to the Investors in the
Funds. The Investors in the Funds are “accredited investors” in reliance upon the
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and Regulation D promulgated thereunder and the
Investors in certain of the Funds also are “qualified purchasers”, as such term is defined in
Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), and the rules and regulations promulgated thereunder. In addition, Stone-
Goff may, in the future, offer investment advisory services to other pooled investment
vehicles, investors, or separately managed accounts.

Stone-Goff generally imposes an initial investment minimum to establish a client
relationship or to invest in the Funds but may waive or change any such minimums at its
discretion. Investors or clients may also be subject to additional qualifications based on,
among other things, legal or regulatory requirements associated with the vehicle or
investment strategy. Account opening and maintenance requirements are described in more
detail in the relevant Offering Documents.