Stony Point Capital LLC

Item 5. Fees and Compensation.

The Firm receives two forms of compensation in connection with its provision of investment advisory services
to the Clients. The Firm receives (1) a management fee based on the value of each Client’s assets under
management generally up to 1.5% per annum (payable quarterly) and (2) an incentive allocation or fee based
on the new net profits earned by each Client, subject to a high water mark or hurdle rate, generally up to 20%.

For the Fund, the management fee is paid to Stony Point Capital out of the assets of the Master Fund and the
incentive allocation, if any, takes the form of a reallocation of profits to the General Partner’s capital account
in the Master Fund. While the amount of the compensation and method of payment are not generally negotiable,
the Firm has the discretion to waive, reduce, or modify the management fee and the incentive allocation or fee
for a Managed Account and certain investors in the Fund.

Management fees for the Clients are generally payable quarterly. Management fees are prorated for partial
periods. Incentive allocations or fees, if any, are generally made at the end of the Client’s fiscal year, and upon
any redemption or withdrawal.

The Fund will bear, or reimburse the Firm for advancing, its own expenses including, without limitation, the
following: (i) expenses related to the research, execution and monitoring of actual and prospective investments
(whether or not consummated) and the consummation of investments, including, without limitation, the
following: third-party investment sourcing fees; consulting fees; expert fees; fees and expenses of and related
to obtaining research, analytics and market data (including, without limitation, data subscriptions (such as
Bloomberg and FactSet) and any information technology hardware, software or other technology incorporated
into the cost of obtaining such research and market data); due diligence expenses including, without limitation,
consulting and appraisal fees; investment- and research-related lodging, meal and travel expenses (including
first and business class fares for any flights that are four hours or longer); any outsourced trading provider fees;
brokerage and prime brokerage fees, commissions and expenses (including the costs of negotiating,
documenting and/or amending agreements with prime brokers, ISDAs and other agreements with trading and
financing counterparties); expenses relating to borrowing securities to be sold short; clearing and settlement
charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing costs; fees and
expenses of proxy research and voting services; broken deal expenses; and fees and expenses of third-party
professionals, including, without limitation, consultants, investment bankers, attorneys and accountants; (ii)
organizational expenses and fees and expenses incurred in connection with the offering and sale of the Fund’s
interests or shares, including, without limitation, the following: the preparation and amendment of the governing
documents and subscription agreements; fees and expenses of the Firm incurred in connection with “world sky”
matters and private placement regimes, including the European Alternative Investment Fund Managers
Directive, and Form D and blue sky and similar fees and expenses; and expenses incurred in connection with
negotiating, documenting and complying with provisions of any side letter agreement with investors; (iii)
ongoing offering expenses of the Fund, including fees and expenses incurred in connection with marketing the
interests or shares (including, without limitation, travel (including first and business class fares for any flights
that are four hours or longer), lodging and meal expenses); (iv) operational expenses, including, without
limitation, the following: fees and expenses relating to information technology hardware, software or other
technology (including, without limitation, costs of software licensing, implementation, data management and
recovery services and custom development) used to research investments, evaluate and manage risk, facilitate
valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory
organization or applicable law (including, without limitation, reporting obligations) in connection with the
activities of the Fund, and facilitate and manage the order execution of securities or otherwise manage the Fund
(including, in each case, Bloomberg terminals, portfolio management systems and order management systems);
fees and expenses of third-party risk management products, models and services; third-party administrative fees
and expenses, including fees and expenses of the fund administrator and any middle office and/or back office
service provider; fees and expenses of third-party professionals, including, without limitation, consultants,
valuation service providers, attorneys, accountants and tax preparers; third-party audit and tax preparation

expenses; insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability
insurance (including directors and officers liability insurance and errors and omission insurance) covering the
Fund, the Firm, and the principals, officers, employees, managers, partners, members, affiliates or agents of
any of the foregoing, and the directors of the Offshore Fund (the “Directors”) (in each case, even if such
insurance covers conduct for which indemnity would not be available from the Fund); fees and expenses
associated with Director meetings and meetings of the investors as a whole, including, without limitation,
expenses related to the organization and conduct of such meetings (including, without limitation, travel
(including first and business class fares for any flights that are four hours or longer), lodging and meal
...

Item 7. Types of Clients.

As described above, the Firm provides advisory services to private pooled investment vehicles and separately
managed accounts. The Fund is a private investment fund exempt from registration as an investment company
under Section 3(c)(1) of the U.S. Investment Company Act of 1940, as amended (the “Company Act”).

Managed Accounts and the investors in the Fund generally consist of endowments, foundations, insurance
companies, high net worth individuals, funds of funds, pensions, and other sophisticated investors. Investors in
the Fund must be either: (i) “accredited investors” as defined in the U.S. Securities Act of 1933, as amended
(the “Securities Act”) or (ii) non-United States persons as defined in Regulation S of the Securities Act.
Generally, the Fund requires a minimum initial investment of $1 million, which minimum may be waived in
the discretion of the General Partner of the Onshore Fund or the Directors of the Offshore Fund, as applicable.

Item 8. Method of Analysis, Investment Strategies, and Risk of Loss.

Methods of Analysis and Investment Strategies.

Stony Point Capital employs an investment strategy that seeks to monetize large shifts in consumer behavior
focusing on technology and consumer-facing businesses. Stony Point Capital utilizes a rigorous, thesis-driven
research process with a particular emphasis on small and medium-sized businesses where innovation in new
technology or new business practices is pronounced, misunderstood, adopted quickly, and adds value to the
ecosystem.

The Firm believes that the idea generation process is critical to the success of any investment firm. As a result,
the Firm takes a variety of steps to generate new ideas and to research whether those ideas are a good match for
the broader portfolio. The idea generation process starts by identifying product cycles impacting consumers.
Given the massive disruption that a unique product can cause, the investment team will often bifurcate the
universe of relevant companies into “winners” and “losers” resulting from the anticipated disruption. Rigorous
research is conducted on both “winners” and “losers” in an effort to identify attractive long and/or short
positions for the portfolio.

The research process is built around two central tenets: 1) The Firm utilizes a thesis-driven approach centered
on determining the most important variable that’s likely to drive variance in a company's results. The investment
team builds a research mosaic from many different sources to understand if its expectations are significantly
different than others. 2) The Firm focuses on the specific products and their ability to resonate with consumers.
Employees often test products (in the office, at home, or otherwise) to gain first-hand knowledge about the
product’s functionality or value before the Firm will consider investing.

Ideas can come from a variety of sources. Accordingly, industry data, news publications, standard sell-side
research, buy-side idea dinners, peers, conferences, and management meetings form only part of the Firm’s
idea generation process. Intellectual curiosity is an important element of the Firm’s culture and this curiosity
often leads an employee to an idea that spans many domains of expertise.

The Portfolio Manager is responsible for constructing the portfolio and a new idea will not be added to the
portfolio without significant consideration given to how the investment will fit with the broader portfolio.
Position sizes are determined by considering the portfolio's exposures to sectors, market caps, regions, factor
risks, and the potential downside to that specific company. Investment ideas are never reviewed or executed in
isolation. Final investment authority rests solely with the Portfolio Manager.

The descriptions set forth in this document should not be understood to limit in any way the Firm’s investment
activities. The Firm may offer any advisory services, engage in any investment strategy, and make any
investment, including ones not described in this document, if the Firm considers it appropriate, subject to the
Clients’ investment objectives and guidelines. The investment strategy that the Firm employs is speculative and
entails substantial risk of loss that Clients must be prepared to bear. There can be no assurance that the
investment objectives of the Clients will be achieved.

Please refer to Item 4 for a description of the types of securities and other financial instruments in which the
Clients invest.

Material, Significant, or Unusual Risks Relating to Investment Strategies.

The following is a summary of some of the material risks associated with the investment strategy implemented
by the Firm. This summary does not attempt to describe all the risks associated with a Client’s investment with
the Firm. Although no summary can fully describe all risks, the Clients’ governing documents contain a more
complete description of the risks associated with an investment, and no investment can be made without such
offering documents.

Investment and Trading Risks. All securities investments risk the loss of capital. The Adviser believes that the
Clients’ investment programs and the Adviser’s research techniques will moderate this risk through a careful
selection of securities and other financial instruments. However, no guarantee or representation is made that the
Clients’ investment programs will be successful or that Clients will not incur losses. The Clients’ investment
programs may utilize investment techniques including, but not limited to, trading in put and call options and
other derivatives, the use of leverage and short sales, which in practice can, in certain circumstances, increase
the adverse impact to which Clients may be subject.

In certain transactions, Clients may not be “hedged” against market fluctuations or, in reorganization or
liquidation situations, may not accurately value the assets of the subject company or the degree of legal and
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