The Stone Creek Group LLC

Item 5:    Fees and Compensation

Schedule of Fees:

                Assets Under Management                           Annual Rate

                First $1,000,000                                  1.30%

                Between $1,000,000 and $3,000,000                 0.90%

                Between $3,000,000 and $5,000,000                 0.80%

                Between $5,000,000 and $10,000,000                0.70%

                Between $10,000,000 and $25,000,000               0.60%

                Between $25,000,000 and $50,000,000               0.50%

                Over $50,000,000                                  0.40%

Fees are generally negotiable at the sole discretion of the firm except for certain specific incidences such
as relationships with similar or related ownership, large relationships, non-discretionary or restricted-
discretion accounts, or certain non-U.S. accounts. Stone Creek may offer blended fee schedules to
clients with accounts across product lines.

How Fees Are Paid: Unless specifically requested by the client, fees will be automatically deducted from
your managed account through a qualified custodian. As part of this process, you understand and
acknowledge the following:

        •       Your independent custodian will send statements at least quarterly to you
                showing all disbursements for your account, including the amount of the
                advisory fees paid to us; and
        •       You will provide authorization permitting us to be directly paid by these terms
                as part of the account-opening process.
        •       We will provide a quarterly fee invoice which expressly itemizes (a) the formula
                used in fee calculation, (b) the assets under management figure applied, and (c)
                the time period for which fees charged.

Other Fees/Expenses: As discussed below, unless the client directs otherwise or an individual client’s
circumstances require, Stone Creek generally recommends that Schwab serves as the broker-
dealer/custodian for client investment management assets. Broker-dealers such as Schwab charge
brokerage commissions and/or transaction fees for effecting certain securities transactions (i.e.
transaction fees are charged for certain no-load mutual funds, commissions are charged for individual
equity and fixed income securities transactions). Clients who engage Stone Creek on a non-wrap basis
shall, in addition to Stone Creek’s investment advisory fee, pay brokerage commissions and/or
transaction fees directly to Schwab. Finally, all clients will incur the following separately incurred
expenses, of which we receive no part relative to all mutual fund and exchange traded fund holdings,
charges imposed at the fund level (e.g. management fees and other fund expenses).

SCG Fund Management Fees:

As compensation for services rendered in the management of the Partnerships, the Partnership will pay
SCG Fund Management (“General Partner”) a quarterly management fee with respect to each Limited
Partner equal to 0.25% per calendar quarter of the greater of the following:
        (a) (i) such Limited Partner’s total capital contributions made to Partnership from the Effective
Date through the last day of such calendar quarter less (ii) such Limited Partner’s pro rata share of the
value of any investments by Partnership which have been written-off in full prior to the end of such
calendar quarter as a result of a permanent impairment; or
        (b) (i) such Limited Partner’s pro rata share (based on such Limited Partner’s Percentage
Interest) of the net present value of Partnership’s investments in Kimmeridge Funds as of the last day of

such calendar quarter, which net present value shall be calculated by General Partner based on the most
recent value of the applicable Kimmeridge Funds distributed or published by or on behalf of any of the
Kimmeridge Funds less (ii) such Limited Partner’s pro rata share of the value of any investments by
Partnership which have been written-off in full prior to the end of such calendar quarter as a result of a
permanent impairment.

Partnership Expenses. Partnership shall bear and be charged with all Partnership Expenses and shall
promptly reimburse General Partner to the extent that any of such costs and expenses are paid by
General Partner.

Advisory Fees Paid in Advance: Our advisory fees are payable quarterly in advance. The fee shall be
computed based upon the market value of the assets under management for each account, as
computed on the last day of the previous quarter ended and if applicable, taking into account flows into
and out of the account(s). Either the Client or the Adviser shall have the right to terminate without
penalty upon thirty (30) days’ prior written notice to the other party. In the event that you wish to
terminate our services, we will refund any unearned portion of our advisory fee to you.

Commissions: We do not sell securities for a commission. In order to sell securities for a commission, we
would need to have our associated persons registered with a broker-dealer. We have chosen not to do
so.

Item 7:       Types of Clients

We work with the following types of clients:

          •       Individuals
          •       Trusts, estates and charitable organizations
          •       Corporations, limited liability companies and other business entities.

We generally require a minimum annual fee of $10,000 for our asset management service. This
requirement may be waived in certain cases at our discretion.