Stonegate Investment Group LLC

Item 5 – Fees and Compensation

     A. Fees for Advisory Services

Stonegate charges an annual advisory fee that is agreed upon with each Client and set forth in an agreement
executed by the Advisor and the Client. Stonegate’s fee for advisory services is negotiable and varies based
on several factors, including, but not limited to, the size of the Client relationship, the type, nature and
complexity of the investment strategies, products and investments utilized, service intensity, degree of
custom work, number of entities, number of family members served and travel requirements. The maximum
annual advisory fee charged by Stonegate is 1.50% of the total assets under management or advisement,
payable quarterly. If based on a percentage of assets under management or advisement, the advisory fee for
the initial quarter is payable on a pro rata basis, in arrears, based on the period ending value of the net
billable assets under management provided to the Advisor by third-party sources such as pricing services,
custodians, fund managers and administrators, and Client-provided sources. For subsequent months, the
advisory fee is generally payable in advance, based on the average daily value of the net billable assets
under management through the last day of the previous quarter as provided by third-party sources, such as
pricing services, custodians, fund administrators, and Client-provided sources. All securities held in
accounts managed by Stonegate will be independently valued by the Custodian. The Advisor will conduct
periodic reviews of the Custodian’s valuation to ensure accurate billing

If fixed, the management fee for the initial month is payable, on a pro rata basis in arrears. For subsequent
months, the fixed fee is payable in advance.

The Advisor reserves the right, in its sole discretion, to waive or modify fees on a Client-by-Client basis.

Clients have five (5) business days from the date of execution of the Client agreement to terminate
Stonegate’s services. The investment advisory agreement between the Advisor and the Client may be
terminated at will by either the Advisor or the Client upon written notice. Stonegate does not impose
termination fees when the Client terminates the investment advisory relationship, except when agreed upon
in advance. In the event the investment advisory agreement is terminated, the fee for the final billing period
is prorated through the effective date of the termination and the outstanding or unearned portion of the fee
is charged or refunded to the Client, as appropriate.

STONEGATE INVESTMENT GROUP, LLC                                     Wrap Fee Program Disclosure Brochure

The Advisor offers its Clients financial planning services. Such services, for some Clients, are typically
included as part of the annual advisory fee.

Private Fund Advisor Services

The Funds will not pay an advisory or management fee to the Advisor (Stonegate Investment Group, LLC)
for an Investors that also remain a Client of Stonegate. Otherwise, the Investor will be charged a 1.00%
management fee. Stonegate will, however, be entitled to a 20.0% carried interest allocation (the “Carried
Interest Allocation”) once Investors have received the Preferred Return and a return of 100% of their
invested capital. Please see Item 6 below.

     B. Payment of Fees

Clients are generally required to have the Advisor’s annual advisory fee deducted from the Client’s
account(s) held at the Client’s custodian. Upon engaging Stonegate to manage such account(s), a Client
grants the Advisor this limited authority through a written instruction to the custodian of his/her account(s).
The Client is responsible for verifying the accuracy of the calculation of the advisory fee; the custodian will
not determine whether the fee is accurate or properly calculated. The fee is billed in advance on a quarterly
basis, as described above in Item 5.A.

The custodian of the Client’s accounts provides each Client with a statement, at least quarterly, indicating
separate line items for all amounts disbursed from the Client’s account(s), including any fees paid directly
to Stonegate.

Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the assets of
the Plan, depending on the terms of the retirement plan advisory agreement.

Clients may make additions to and withdrawals from their account(s) at any time, subject to Stonegate’s
right to terminate an account. Additions may be in cash or securities provided that the Advisor reserves the
right to liquidate transferred securities or decline to accept particular securities into a Client’s account.
Clients may withdraw account assets at any time on notice to the Advisor, subject to the usual and
customary securities settlement procedures. However, the Advisor generally designs its portfolios as long-
term investments and the withdrawal of assets may impair the achievement of a Client’s investment
objectives. Stonegate may consult with its Clients about the options and implications of transferring
securities. Clients are advised that when transferred securities are liquidated, they may be subject to
transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g. contingent deferred
sales charges) and/or tax ramifications.

     C. Clients Responsible for Fees Charged by Financial Institutions

In connection with the Advisor’s management of Client assets, a Client will incur fees and/or expenses
separate from the Advisor’s annual advisory fee. These additional fees and charges may include transaction
charges and the fees/expenses charged by any custodian, subadvisor, mutual fund, ETF, CEF, Independent
Manager, separate account manager, transfer taxes, odd lot differentials, exchange fees, interest charges,
ADR processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable
...

Item 7 – Types of Clients

Stonegate offers investment advisory services to individuals, including high net worth individuals, and
entities, including, but not limited to, family offices, trusts, estates, private foundations, charities, small
businesses, and pension and retirement/profit-sharing plans. Stonegate generally requires a minimum
relationship size of $1 million, which may be reduced at the sole discretion of the Advisor.

Stonegate also offers investment management services the Fund. The Fund is not registered under the
Investment Company Act of 1940 (the “Company Act”), as amended, in reliance on the exemptions
provided in Sections 3(c)(1) thereunder. Additionally, the interests, shares or units (as applicable) are not
registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the “Securities Act”) pursuant to an exemption from registration under Regulation D of the
Securities Act.

Who is a “Qualified Client”?

Rule 205-3(d)(1) of the Adviser’s Act defines a “Qualified Client” as:

STONEGATE INVESTMENT GROUP, LLC                                       Wrap Fee Program Disclosure Brochure

    i.         A natural person who, or a company that, immediately after entering into the contract has at
               least $1,100,000 under the management of the investment Adviser;
    ii.        A natural person who, or a company that, the investment Adviser entering into the contract
               (and any person acting on his behalf) reasonably believes, immediately prior to entering into
               the contract, either:
                         i. Has a net worth (together, in the case of a natural person, with assets held jointly
                            with a spouse) of more than $2,200,000.
                        ii. Is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment
                            Company Act of 1940 (15 U.S.C. 80a-2(a)(51)(A)) at the time the contract is
                            entered into; or
    iii.       A natural person who immediately prior to entering into the contract is:
                         i. An executive officer, director, trustee, general partner, or person serving in a
                            similar capacity, of the investment adviser; or
                        ii. An employee of the investment adviser (other than an employee performing solely
                            clerical, secretarial or administrative functions with regard to the investment
                            adviser) who, in connection with his or her regular functions or duties, participates
                            in the investment activities of such investment adviser, provided that such
                            employee has been performing such functions and duties for or on behalf of the
                            investment adviser, or substantially similar functions or duties for or on behalf of
                            another company for at least 12 months.

Who is an “Accredited Investor”?

Rule 501 of the Securities Act defines an “Accredited Investor” as any person who comes within any of the
following categories, or who the issuer reasonably believes comes within any of the following categories,
at the time of the sale of the securities to that person:

    •      Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other
           institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
           capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of
           1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company
           registered under the Investment Company Act of 1940 or a business development company as
           defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the
           U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment
           Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency
           or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such
           plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the
           Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan
           fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan
           association, insurance company, or registered investment adviser, or if the employee benefit plan
           has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made
           solely by persons that are accredited investors;
    •      Any private business development company as defined in section 202(a)(22) of the Investment
           Advisers Act of 1940;
    •      Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation,
           Massachusetts or similar business trust, or partnership, not formed for the specific purpose of
           acquiring the securities offered, with total assets in excess of $5,000,000;
    •      Any director, executive officer, or general partner of the issuer of the securities being offered or
           sold, or any director, executive officer, or general partner of a general partner of that issuer;
    •      Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds
           $1,000,000

STONEGATE INVESTMENT GROUP, LLC                                     Wrap Fee Program Disclosure Brochure

    •   Any natural person who had an individual income in excess of $200,000 in each of the two most
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