Stonecourt Capital LP

Item 5 – Fees and Compensation

A.      Monitoring Fee
The Firm receives a monitoring/advisory fee from the Funds in exchange for investment
advisory services. The monitoring fee is typically paid quarterly in advance. Either the Funds
or the portfolio company owned by a particular Fund will usually pay 1.0-2.0% per annum
fee based on the funded equity invested through Stonecourt into such Fund or portfolio
company (the “Monitoring Fee”). This Monitoring Fee may vary depending on the specific
investment amount and time expected by the Stonecourt team, but this range is the general
baseline.
Monitoring Fees are borne by Investors either directly or through the portfolio company cash
flows. Monitoring Fees are paid in advance and are withdrawn at the beginning of the
quarter.
B.      Other Fees and Expenses
        1.      Fund Expenses
Pursuant to the Governing Documents, the Funds pay various costs and expenses. The Funds
pay (a) the Monitoring Fee if the portfolio company is not paying it directly, (b) fees, costs
and expenses directly related to the discovery, evaluation, purchase, holding, development,
management, monitoring and sale of Investments, including, without limitation, travel,
accommodation, meal and entertainment expenses, syndication fees, bank charges, closing
and execution costs, sales commissions, appraisal fees, taxes and all specialized service fees
and other expenses of the development team, (c) principal, interest, fees, costs and expenses
and other amounts payable relating to financings, (d) fees, costs and expenses relating to
third-party services, including custody, legal, accounting and other professional costs, (e) any
insurance or indemnity expenses, (f) fees, costs and expenses relating to the Fund’s
administration, (g) fees, costs and expenses relating to meetings of Partners, (h) fees, costs
and expenses relating to investor relations, (i) any taxes, fees or other governmental charges
levied against a Fund, (j) fees, costs and expenses relating to unconsummated transactions,
(k) fees, costs and expenses related to the liquidation of a Fund, (l) fees, costs and expenses
incurred in connection with any restructuring or amendments to the Governing Documents
of a Fund, (m) fees, costs and expenses incurred for research or obtaining information for a
Fund and information services subscription (n) expenses relating to defaults by Limited
Partners in the payment of capital contributions, (o) fees, costs and expenses (and damages)
related to regulation, litigation, government inquiries, investigations or proceedings, in each
case related to a Fund or its Investments, including, without limitation, regulatory expenses
of the General Partner and the Manager related to the preparation and filing of Form PF and
other similar regulatory filings, and (p) expenses relating to compliance or filings. Investors
should refer to the Governing Documents for a more detailed discussion on fees and
expenses.

                                                                                Part 2A of ADV:
                                                                 Stonecourt Capital LP Brochure

        2.      Development Team Fees and Compensation
Stonecourt maintains a development team, which includes affiliate partners and other
advisory partners, that assists in the development of investment opportunities and provides
management, advisory, and other services to Stonecourt (“Development Team”). Certain
Development Team member receive compensation, which may include fees, salary, incentive
equity, stock awards and other non-cash compensation from Stonecourt as consideration for
such services.
        3.      Carried Interest
The General Partner is generally entitled to a carried interest in the profits of the Funds as
described under Item 6 below.
C.      Outside Compensation for the Sale of Securities
Neither the Firm nor its supervised persons accepts compensation for the sale of securities
or other investment products outside of its association with Stonecourt.
The foregoing discussion in Item 5 represents Stonecourt’s basic compensation
arrangements. The monitoring fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”). Fees and other compensation are negotiable in certain
circumstances and arrangements with any particular Investor may vary. Investors
should refer to the applicable Fund’s Governing Documents for a full disclosure of costs
and expenses that may be borne such the Fund.

Item 7 – Types of Clients

Stonecourt provides investment advice and management to each Fund. The Firm may in the
future provide the same or similar services to other privately placed investment funds and/or
separately managed accounts.
The Firm generally offers Interests only to “qualified purchasers” (as defined in Section
2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”)) and relies on an exemption from being deemed an “investment company” under the
Investment Company Act. At a minimum, all investors must be “qualified clients” (as defined
in Rule 205-3 of the Advisers Act).
Prospective Investors in a Fund must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review the Fund’s Governing Documents, which set forth all of the terms in detail.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933), an Investor who is eligible to enter into a performance fee
arrangement under state and/or federal law, as applicable, and must meet other criteria as
specified in the Governing Documents. The minimum capital commitment for an Investor is
$2.5 million. Commitments of lesser amounts may be accepted in the discretion of the General
Partner to the Fund.