A16Z Capital Management LLC

Item 5.    Fees and Compensation

The Adviser receives Advisory Fees and Carried Interest, each defined below, from the Funds.
Additionally, consistent with each Fund’s Organizational Documents, the Funds bear certain out-
of-pocket expenses incurred by the Adviser in connection with the services provided to the Funds
and/or their portfolio companies. Further details about such fees and expenses are set forth below.

Advisory Fees

As compensation for investment advisory services rendered to a Fund, the Adviser receives an
advisory fee (an “Advisory Fee”) calculated based on the Fund’s committed capital, invested
capital, aggregate acquisition cost of Fund investments, or net asset value. Advisory Fees may be
reduced during the life of a Fund. Advisory Fees paid by a Fund may also be reduced by other fees
or compensation received by the Adviser or its affiliates that relate to such Fund’s activities and
investments, or by certain organizational or other expenses borne by such Fund, pursuant to the
applicable Fund’s Organizational Documents and as described in more detail below. Advisory Fees
paid by a Fund are indirectly borne by investors in such Fund.

Advisory Fees billed to and received from the Funds are payable quarterly in advance. Upon
termination of an Advisory Agreement, Advisory Fees that have been prepaid are returned on a
prorated basis. The precise amount of, and the manner and calculation of, the Advisory Fees for
each Fund are established by the Adviser and are set forth in each Fund’s Organizational
Documents, which are received by each investor prior to investment in a Fund. The Advisory Fees
and other fees and distributions described herein are generally subject to modification, waiver or
reduction by the Adviser in its sole discretion. A waiver does not obligate the Adviser to waive fees
in the future. The fee structures described herein may be modified from time to time.

Certain investors in the Funds that are employees, business associates and other “friends and
family” of the Adviser or its personnel (“Adviser Investors”) will not typically pay Advisory Fees
or Carried Interest in connection with their investment in a Fund. Notwithstanding that Adviser
Investors will generally not pay Advisory Fees, Adviser Investors will pay for their pro rata share
of certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will be
allocated to the Adviser or the General Partner of a Fund.

In addition, while the Adviser does not currently anticipate receiving transaction fees, monitoring
fees, consulting fees, director’s fees (or other compensation), break-up fees or similar fees from
actual or prospective portfolio companies of the Funds (“Other Fees”), to the extent the Adviser or
its affiliates do receive Other Fees, the Advisory Fees paid by a Fund will generally be reduced by
up to the full amount of such Other Fees. The amount and manner of the foregoing reductions are
set forth in the Organizational Documents of the Funds. To the extent a reduction relates to more
than one Fund, the Adviser shall allocate the resulting Advisory Fee reduction among the
applicable Fund(s) in proportion to their interest (or prospective interest) in the relevant
investment. Generally, the portion of Other Fees allocable to capital invested by a co-investment
vehicle or third-party co-investor that does not pay Advisory Fees will be retained by the Adviser

and such amounts will not offset any Advisory Fee. Due to the timing of receipt of compensation
subject to offsets, Fund investors will not receive the full benefit of reductions or offsets. Fund
investors will not receive the benefit of offsets in periods where Advisory Fees are waived. Other
Fees may be substantial and may be paid in cash, in kind of the portfolio companies or investment
vehicles (or rights thereto) or otherwise. In many cases with respect to the implementation of the
arrangements described above, there is not an independent third-party involved on behalf of the
relevant portfolio company. Therefore, a conflict of interest exists in the determination of any such
fees and other related terms in the applicable agreement with the portfolio company.

Other Fees do not include fees or compensation, including equity compensation, received by any
individual whose primary relationship with the Adviser is as mere “venture partner”,
“entrepreneur-in-residence”, “executive-in-residence”, consultant, contractor, scout, advisory
partner or adviser (as those terms are generally understood in the venture capital and private equity
industries) (collectively, “Special Consultants”), even if such individual technically qualifies as an
“employee” of the Adviser or a Fund’s General Partner under applicable law; provided, that fees
received by full-time, permanent employees of the Adviser or the Fund’s General Partner will be
considered Other Fees to the extent they otherwise satisfy the definition of “Other Fees” included
above. Additionally, Other Fees generally do not include any amount received by a Fund’s General
Partner, the Adviser or a member, partner or employee of the General Partner or the Adviser from
a portfolio company as payment for goods provided to any portfolio company. Other Fees also do
not include any compensation from or stock of an incubated company received by any employee
of the General Partner of a Fund or the Adviser (other than any full-time investment professional
of the General Partner or the Adviser).

Expenses

Adviser Expenses

To the extent provided in the Organizational Documents of a Fund, the Adviser will pay out of
Advisory Fees the following normal overhead and administrative expenses incurred by the Adviser
or its affiliates in connection with the management of the Fund: (i) salaries and wages of employees
of the Fund, its General Partner, the Adviser and their respective affiliates (other than Carried
...

Item 7.    Types of Clients

The Adviser currently provides investment advisory services to the Funds as described in Item 4.
Investment advice is provided directly to the Funds (subject to the direction and control of the
General Partners of the Funds) and not individually to Investors in the Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and include, among others, high net worth individuals, banks, fund-of-
funds, pension and profit-sharing plans, sovereign wealth funds, trusts, estates, charitable
organizations, university endowments, corporations, limited partnerships and limited liability
companies or other entities. In some cases, the Funds may accept “accredited investors” who do
not meet the definition of “qualified purchasers” including knowledgeable employees and other
individuals.

The Adviser does not currently have a minimum size for a Fund.