Adams Street Partners LLC

FEES AND COMPENSATION

        Adams Street charges management fees to Fund investors, Separate Accounts, and
Monitoring Engagement clients. In some cases (e.g., Secondary Investments, Co-Investments,
Private Credit Investments, Direct Funds, Venture Innovation II, Venture Innovation III, Venture
Innovation IV, European Venture Fund, US SMB, US SMB II, Leaders Fund I, Leaders Fund II,

Asia Fund I, Asia Fund II and Co-Invest SI Fund), Adams Street also receives performance-based
compensation. Such performance-based compensation is designed to comply with Section
205(a)(1) of the Advisers Act and the rules and regulations thereunder, including the exemption
set forth in Rule 205-3 thereunder, and, where applicable, relevant provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). Carried interest on Secondary
Investments, Co-Investments, Private Credit Investments, Direct Funds, Venture Innovation II,
Venture Innovation III, Venture Innovation IV, European Venture Fund, US SMB, US SMB II,
Leaders Fund I, Leaders Fund II, Asia Fund I, Asian Fund II and Co-Invest SI investments
allocated to Adams Street and to individual personnel of Adams Street has the potential to create
an incentive on the part of Adams Street and such personnel to make investments that are more
speculative than would be the case in the absence of performance-based compensation, although
Adams Street generally considers performance-based compensation to better align its interests
with those of its investors. Adams Street employee investment vehicles are not subject to carried
interest and in most cases do not pay management fees.

       Adams Street or its affiliates in certain cases receive additional compensation in connection
with management and other services performed for portfolio companies of Private Investment
Funds, and such additional compensation will generally be credited to the applicable Private
Investment Fund or will offset in whole or in part the management fees otherwise payable to
Adams Street, as more fully described in the relevant Governing Documents. Fund investors also
bear certain fund expenses.

        In certain cases, fees and minimum investment amounts for Fund investments or
establishment of a Separate Account are negotiated between the investor and Adams Street;
negotiated fees and minimum investment amounts can differ from those described herein, and
Adams Street has the ability to waive management fees. Where a Fund investor invests through
multiple accounts or a client establishes multiple Separate Accounts, Adams Street generally
groups such investing accounts or Separate Accounts together for purposes of billing fees and,
where determined appropriate, offers fee discounts in such cases. The Private Investment Funds
invest on a long-term basis. Accordingly, investment advisory and other fees are expected to be
paid, except as otherwise described in the Governing Documents, over the term of the relevant
Private Investment Fund, as applicable, and investors generally are not permitted to withdraw or
redeem interests in a Private Investment Fund, except as otherwise described in the relevant
Governing Documents. Fees charged to a Fund investor or to a Separate Account also will, in
some cases, differ from the fees described herein due to changes in the fee schedule since the time
such Fund investor invested in a particular Fund or since such Separate Account was established.

        The following is a summary of how Adams Street is compensated for its advisory services.
Differences exist among the Funds and/or Separate Accounts: certain Funds and/or Separate
Accounts do not charge certain fees, and different Funds and/or Separate Accounts charge
compensation or expenses in different amounts or do not charge certain compensation or expenses.
Further, investors participating in a closing after a certain Fund’s initial closing date bear the
management fee from the initial closing date payable to Adams Street or an affiliate as well as an
interest component payable to investors that participated in such Fund’s earlier closings. Investors
should refer to the applicable Governing Documents for a complete understanding of how Adams
Street is compensated for its advisory services.

       ASP Partnership Funds

        Each ASP Partnership Fund pays an annual management fee to Adams Street quarterly in
arrears in an amount equal to the aggregate fees assessed against all investors in that Fund (other
than Adams Street and its affiliates) during the year for which the fee is being calculated. At the
time an ASP Partnership Fund pays the management fee to Adams Street, capital accounts of
investors in the Fund are assessed a management fee based on the size of the investor’s subscription
to the Fund. Each investor that invests in one or more ASP Partnership Funds pays to Adams
Street a management fee based upon a percentage of the investor’s aggregate commitments to the
applicable ASP Partnership Funds ranging from an annual rate of 0.34% to 1.25% depending upon
the amount of capital committed and the nature of the investor.

        With respect to certain, but not all, ASP Partnership Funds, the full annual management
fee will not be payable in the first two years, instead scaling up over the first few years.
Management fees for each ASP Partnership Fund will be reduced to 90% of the applicable regular
fee in year eight of an applicable subscription, 80% in year nine, 70% in year ten, and further
reduced by 10% each subsequent year.

        In addition to the management fees described above, each ASP Partnership Fund will pay
to Adams Street and/or an affiliate thereof (the “Carried Interest Partners”) an aggregate carried
interest equal to 10% of all net profits on Secondary Investments, 10% to 12.5% of all net profits
on Co-Investments and, where applicable, 15% on all net profits on Private Credit Investments
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TYPES OF CLIENTS

         Adams Street provides investment advice to Private Investment Funds and Separate
Accounts. Private Investment Funds are investment partnerships or other investment entities
(e.g., trusts) formed under domestic or foreign laws and operated as investment pools exempt from
registration under the Investment Company Act. The investors participating in Private Investment
Funds generally include high net worth individuals, banks or thrift institutions, other investment
entities, insurance companies, university endowments, sovereign wealth funds, family offices,
pension and profit sharing plans, trusts, estates, charitable organizations or other corporations or
business entities and often include, directly or indirectly, principals or other personnel of Adams
Street and its affiliates and members of their families or other Service Providers retained by Adams
Street or a Fund. The investors participating in Separate Accounts include corporate pension
funds, government plans, and sovereign wealth funds.

        Generally, the minimum Fund investment that Adams Street accepts is $10 million Certain
Funds permit lower minimum investments; this includes, but is not limited to, investment vehicles
(such as certain feeder funds), which have been structured to permit investment by private wealth
channel investors, which generally require a minimum investment amount of $250,000. In each
case, any investment at a lower minimum or in such Fund structure is on such terms as are set forth
in each such Fund’s Governing Documents. In addition, in certain cases and in its sole discretion,
Adams Street accepts a Fund investment in a lesser amount, or alternatively, increases the
minimum investment amount. Prior to investing in a Fund, an investor is typically required to
complete a subscription agreement and investor qualification statement containing representations
needed to establish the investor’s eligibility to invest in the Fund.

         In order to establish a Separate Account, an investor must enter into a written investment
advisory agreement with Adams Street. Where a Separate Account has certain investment
objectives, such as investing in a diversified portfolio of private equity partnerships, the client is
typically required to complete a subscription agreement and an investor qualification statement
upon which Adams Street can rely in completing documentation for private equity partnership
investments on the Separate Account’s behalf pursuant to a limited power of attorney. The
minimum amount of investment required to establish a Separate Account is considered on a case-
by-case basis taking into account a variety of factors including fee structure, investment
restrictions, and duration of commitment.

        In most circumstances, investors in the Funds and Separate Accounts must meet certain
suitability and net worth qualifications prior to making an investment in such Fund or Separate
Account. Generally, investors must be (i) “accredited investors” as defined under Regulation D
of the U.S. Securities Act of 1933, as amended, and (ii) either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act. Adams Street
reserves the right to waive these qualification requirements under certain circumstances.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Partnership Funds

        Adams Street makes private equity partnership investments with the objective of selecting
managers that it believes will have attractive risk-adjusted performance. Adams Street seeks to
build a strong portfolio by combining top-down portfolio construction and bottom-up investment
selection. Top-down factors relate to the “macro” aspects of a particular investment, such as the
economic and legal environment. Top-down analysis also refers to the desired exposure to the
various asset sub-classes. Bottom-up factors relate to the “micro” aspects, such as the specific
investment skills of a particular general partner. Investment selection for the Partnership Funds
involves the assessment of both historical performance of the general partners or managers of each
partnership, as well as extensive due diligence and the exercise of judgment regarding certain
issues that could affect the partnership’s future performance.

       Adams Street’s investment decision making process for the Partnership Funds typically
includes the following components:

       •   Screening numerous private equity partnership investment opportunities annually, both
           U.S. and non-U.S., to determine whether an investment falls within the private equity
           partnership investment guidelines.
       •   Reviewing offering materials and determining whether there are basic reasons why the
           partnership is not attractive.
       •   Due diligence involving financial analysis and reference checks.
       •   Final due diligence focusing on the organizational stability and dynamics of the group,
           as well as the incentives in place to maximize investment performance.
       •   Negotiating partnership terms and conditions.
       •   Once a decision has been reached to invest in a particular partnership, all investments
           are submitted to the appropriate investment committee for approval.

       Direct Funds

        In the case of Direct Funds other than the Co-Investment Funds and the Private Credit
Funds, Adams Street’s investment objective is to invest in experienced management teams focused
on high-growth markets (Direct Funds with such investment objective, the “Venture/Growth
Funds”). The Venture/Growth Funds primarily make late-stage venture capital and growth equity
investments in companies in the technology and life sciences sectors. Target companies have
typically received prior financing from early-stage venture firms and are seeking additional capital
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