Andrew W Byrd & Co LLC

ITEM 5 FEES AND COMPENSATION

         As detailed in the relevant Governing Documents, TVV Capital or its affiliate generally
receives a management fee and a carried interest in connection with advisory services. TVV
Capital or other Firm entities or affiliates, the principals of TVV Capital and certain other TVV
Capital personnel generally receive additional compensation in connection with management and
other services performed for portfolio companies of Funds in accordance with the relevant
Governing Documents. As described below under “Management Fees”, such additional
compensation will, in whole or in part, generally offset the Management Fees (as defined below)
otherwise payable to TVV Capital and its affiliates to the extent required by the Governing
Documents of each Fund. Amounts that do not offset Management Fees will be retained by TVV
Capital and its affiliates for their own account. In addition, in certain circumstances TVV Capital
or its affiliates are entitled to receive compensation for management and other services performed
in connection with co-investments made in portfolio companies of the Funds, which may be
included in the amount of the management fee offset of the relevant Fund (as described under
“Management Fees”), to the extent provided in the relevant Governing Documents. Investors in a
Fund also bear organizational and operating certain expenses related to such Fund.

Management Fees

        Each Fund will pay TVV Capital or its affiliate, quarterly in advance in accordance with
the relevant Governing Documents, a management fee (the “Management Fee”) generally equal

to 2.0% on an annual basis of aggregate Fund investor capital commitments (“Commitments”),
but excluding the Commitments of certain affiliated limited partners, as further described in the
relevant Governing Documents. Investors participating in a closing after the initial closing date
generally bear the Management Fee from the initial closing date and an additional amount equal
to the amount of interest accrued at six percent per annum on unpaid Management Fee amounts
due for the period from the initial closing date. The Management Fee will be payable until all
portfolio investments are distributed or until TVV Capital’s relationship with the relevant Fund is
terminated for other reasons (as described in the relevant Governing Documents). Installments of
the Management Fee payable for any period other than a full period are adjusted on pro rata basis
according to the actual number of days in such period.

        If provided for in the Governing Documents of a particular Fund, and as detailed in such
Governing Documents, the Management Fee will be reduced by the excess of a Fund’s share of (i)
fees including, but not limited to, transaction fees, break-up fees, commitment fees, termination
fees, monitoring fees, directors’ fees, investment banking fees and similar fees, and (ii) with
respect to any co-invest vehicle controlled or managed by the Firm or the principals, any
investment advisory fee or carried interest paid or distributed to the Firm or the principals by such
co-invest vehicle and third party-investors in respect of a portfolio investment (“Transaction
Fees”). The amount and manner of such reduction, if any, is set forth in the Governing Documents
of the applicable Fund. To the extent that such an offset credit would reduce the Management Fee
for a given annual period below zero, the credit will be carried forward for future application
against payable Management Fees and if a credit remains upon liquidation the credit will be treated
in accordance with (and to the extent required by) the relevant Fund’s Governing Documents.

         To the extent that the Firm offers co-investment opportunities to investors, TVV Capital
or other Firm entities or affiliates, the principals of TVV Capital and certain other TVV Capital
personnel may be paid fees of the type referred to in the preceding paragraph from, on behalf of
or with respect to co-investors in an investment. The receipt of such fees will not reduce the
Management Fee payable by any other Fund(s) that have also invested in such investment, and as
a result a Fund will, in most cases, only benefit with respect to its allocable portion of any such
fee and not the portion of any such fees that relate to such co-investors, which have the potential
to be significant. Additionally, as further described below and in the applicable Governing
Documents, the Adviser has selected, and may select in the future, operating executives to provide
services to (or with respect to) certain portfolio companies (or potential portfolio companies) in
which one or more Funds invest (or targets for potential investment). Such operating executives
generally receive compensation and other amounts described herein, but no such amounts will
result in additional offsets to the Management Fee.

Carried Interest

        Generally, TVV Capital or its affiliate will receive a carried interest with respect to the
Funds equal to 20% of all realized profits in accordance with the relevant Governing Documents.
The receipt of carried interest by TVV Capital or its affiliate is generally subject to achievement
of a cumulative compounded return of 8% per annum, as more fully described in the Governing
Documents of the applicable Funds, with a full “catch-up” once such preferred return has been
achieved. The carried interest distributed to TVV Capital is subject to a potential giveback at the
end of life of the Funds if TVV Capital or its affiliate have received excess cumulative distributions

and/or at certain interim intervals as provided in the Governing Documents of the applicable
Funds.

       It is expected that any future Funds will have a similar fee structure.

Other Information

        The Firm is permitted to exempt certain investors, including “affiliated partner” investors,
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ITEM 7 TYPES OF CLIENTS

        TVV Capital provides investment advice to the Funds. The Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds may include individuals, banks or thrift institutions, other investment
entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing
plans, trusts, estates or charitable organizations or other corporations or business entities and may
include, directly or indirectly, principals or other employees of TVV Capital and its affiliates and
members of their families, operating executives or other service providers retained by TVV
Capital.

        The Funds may include alternative investment vehicles established from time to time in
order to permit one or more investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment
vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent
of limitations or other procedures set forth in the organizational documents of such vehicles and
the related Fund.

        Each Fund generally has a minimum investment amount for third-party investors set forth
in the Governing Documents, and Fund interests are offered and sold solely to qualified purchasers
or accredited investors that are also qualified clients (or qualified knowledgeable Firm personal).
Such minimum investment amount may be waived by the Firm.