Stonetree Capital Advisors LLC

Item 5: Fees and Compensation

The Private Fund

We are the Investment Manager of the Private Fund, which is not required to be registered under
the Investment Company Act of 1940. SCM-GP, LLC, a Florida limited liability company, is the
General Partner to the Private Fund and is responsible for its daily operations. The Managing
Member of the General Partner is Stonetree Capital Management, LLC. The Managing Member
hired us to provide investment advisory services to the Private Fund for an annual management
fee as described below.

For the first seven years of the Private Fund’s term, our annual management fee is 150 basis points
(1.50%) on capital commitments of less than $1 million and 100 basis points
(1.00%) on capital commitments of $1 million or more, payable quarterly in advance. During this
period, the management fee is calculated based on each investor’s capital commitment to the
Private Fund, regardless of when such capital is drawn down or invested.

After the 7th anniversary of the Private Fund’s initial closing, the management fees will be reduced
10% per year in years 8 through 10 and will be based on the value of the assets held by the Private
Fund (as determined by the Investment Manager, in its discretion and in accordance with its
valuation policies and the governing documents of the Private Fund).

These fees are not negotiable. The management fee is deducted from the Private Fund’s bank
account. If we are terminated as Investment Manager to the Private Fund, we would refund the
amount of management fees to the Private Fund that were received but not earned.

Because the Private Fund invests in other private equity funds, investors indirectly bear the
management fees and expenses of the underlying funds in addition to the management fees and
expenses of the Private Fund. As a result, the overall cost of this “fund of funds” structure is higher
than investing directly in a single fund.

The Private Fund will bear organizational and offering expenses, including printing, postage and
other delivery charges, travel, legal, accounting, etc., up to $350,000, but will not pay any finders’
fees or brokers’ fees. The Investment Manager may pay finders’ fees where permitted by
applicable law. The General Partner and the Investment Manager will pay all of their own ordinary
administrative and overhead expenses incurred in managing the Private Fund, including salaries,
benefits, and rent. The Private Fund will pay all other expenses attributable to its own activities,
including but not limited to fees, costs and expenses related to investments in the underlying funds
(including travel), custodians, third party consultants, outside counsel and outside accountants,
insurance, indemnification expenses, and taxes, fees or other governmental or regulatory charges.

The list of expenses above is not exhaustive. Fees and expenses of the Private Fund are described
in more detail within the Private Fund’s Confidential Private Placement Memorandum.

Separate Accounts

The fee schedule for the Separate Accounts is as follows, based on the client’s committed capital
under the applicable Investment Management Agreement:

         Year                                       Annual Fee*

         1                                          0.50%
         2                                          0.75%
         3-7                                        1.00%
         8                                          0.90%
         9                                          0.80%
         10+                                        0.70%

*Plus an incentive fee, as described below.

“Committed capital” generally refers to the total amount that the client agrees to make available
for investment under the Investment Management Agreement, regardless of when such capital is
actually called or deployed, unless otherwise agreed in writing. The annual management fee for
Separate Accounts is calculated based on committed capital and is billed in quarterly installments.

Fees will be paid 30 days after the beginning of each calendar quarter. In some cases, the client
may authorize its qualified custodian to deduct our fees directly from the account, in which case
we provide both the client and the custodian with a fee notice showing the fee calculation.

In addition to the annual management fee, the General Partner to the Private Fund or SPC Capital
Management, LLC (as applicable) may earn a performance-based incentive fee of 5% of all
distributions after the return of principal and payment of investment management fees, as further
described in Item 6 below and in each client’s governing documents. Performance-based
compensation is only charged to clients that meet the definition of a “qualified client” under Rule
205-3 under the Investment Advisers Act of 1940 or applicable state law.

Our compensation for Separate Accounts (based on committed capital, after year 12 fees) may be
based on the higher of cost or market, as agreed with the client in writing. Any such arrangement
will be documented in the applicable Investment Management Agreement.

At such time as a managed account reaches $100M in assets under management, a special
reduced fee schedule may be devised on a client-by-client basis. Such fee schedule will be in
writing and acknowledged and accepted by Stonetree and client.

Item 7: Types of Clients

We provide investment supervisory services solely to the Private Fund and the separate accounts.
The Private Fund is a “fund of funds” that relies on an exception to the registration requirements
under the Investment Company Act of 1940 and is privately offered to certain qualified investors.

Investors in the Private Fund are generally “accredited investors” as that term is defined under the
Securities Act of 1933 and the Investment Company Act of 1940.

Separate Account clients are typically institutional investors or high net worth individuals who
meet the requirements for investment in private funds and who understand and can bear the risks
of private equity investments.