Angellist Asset Management LLC

ITEM 5 – FEES AND COMPENSATION

    A. Fees

The Funds

AAM or an affiliate (typically an affiliated special purpose vehicle acting as the general partner of the Fund)
is entitled to receive incentive compensation in the form of a carried interest in the profits generated by
the Fund (“Carried Interest”). The total Carried Interest (if applicable) is typically 20% of a Fund’s net
profits.

For certain Funds, AAM or an affiliate is entitled to receive a management fee for its advisory services, as
provided for in the applicable Governing Documents between AAM and such Fund.

Occasionally, to the extent permitted by and consistent with applicable law, the Funds enter into side
letters relating to management fees and Carried Interest with certain investors (including employees,
strategic partners, or affiliates of the Adviser) that effectively reduce or waive the aggregate fees charged
to those investors.

Please refer to the Governing Documents of each of the Funds for complete information on the amount
and timing of fees and compensation payments.

USVC

USVC will pay a management fee to AAM as compensation for its investment advisory services. The
management fee accrues daily at an annual rate equal to 1.00% of the average daily calculated net asset
value (“NAV”) of the fund and is paid quarterly in arrears. The NAV of the fund is determined by
subtracting the fund’s liabilities from the fair market value of its assets, to be determined as set forth in
USVC’s prospectus.

Please refer to the USVC prospectus for complete information on the amount and timing of fees.

Management fees paid to AAM may be waived or reduced by AAM in its sole discretion, both voluntarily
and on a negotiated basis with USVC’s Board or similar body (though not with individual investors in the
fund).

    B. Fee Payments and Timing

Fees are detailed in the Governing Documents for each Fund and may include Carried Interest or
management fees. Carried Interest is deducted from Fund assets and is payable after Fund expenses have
been paid and investors have received a return of their capital contributions, a hurdle rate of return, or
some other contractually specified metric. Management fees, when applicable, are typically deducted
from Fund assets and paid quarterly in advance or in arrears, as described in each Fund’s Governing
Documents. USVC management fees are paid quarterly in advance as described in its prospectus.

Management fees are prorated for the billing period at the beginning or end of an investor relationship.

    C. Other Fees and Expenses

Each Client is responsible for the legal, accounting, administrative, and other organizational expenses
incurred in its own formation. In addition, the Clients will bear the costs and expenses directly related to
their portfolio investments, including but not limited to brokerage commissions, interest on borrowings,
fees due to unaffiliated advisors and consultants, travel expenses, specific expenses incurred in obtaining
or maintaining systems, research and other information utilized with respect to the Clients’ investment
programs and any withholding or transfer taxes imposed on the Clients. Investors should be aware that
investments in third-party funds can incur additional layered fees, such as management fees,
performance-based compensation ("carry"), and other expenses, such as legal and audit fees. These fees
are in addition to AAM’s management fees. The Clients will also bear all out-of-pocket costs of their
administration, including accounting, audit, administration, compliance and legal expenses, costs of any
litigation or investigation involving Client activities, and third-party costs associated with reporting and
providing information to existing and prospective investors. Generally, Client expenses will be borne pro
rata by their investors. In some cases, Client expenses will be capped at a certain amount, reduced or
waived entirely, as described in the Governing Documents of each Fund or in USVC’s prospectus.

The Clients will not have their own separate employees or offices. AAM will be responsible for its own
general operating and overhead costs.

The Clients may incur brokerage and other transaction costs. Please see Item 12 for a further description
of such brokerage costs.

    D. Outside Compensation for the Sale of Securities

An individual associated with AAM is also associated with an unaffiliated broker‑dealer and may be eligible
to receive compensation related to the sale of securities in USVC. In addition, an individual associated
with AAM that is also associated with an unaffiliated broker‑dealer may be able to receive compensation
related to new assets that USVC may acquire.

The foregoing discussion in Item 5 represents AAM’s basic compensation arrangements. The
management fees described above are structured to comply with Rule 205-3 under the Advisers Act and
applicable state laws. Fees and other compensation are negotiable in certain circumstances and
arrangements with any particular Client may vary. Although AAM believes its fees are competitive,
lower fees for comparable services may be available from other investment advisers.

ITEM 7 – TYPES OF CLIENTS

AAM provides investment advisory services to the Funds and USVC. The Funds are generally pooled
investment vehicles that are exempt from registration under the Investment Company Act of 1940, as
amended. USVC is a registered investment company under the Investment Company Act of 1940, as
amended. Investment advice is provided to the Clients (subject to the direction and control of the General
Partner of a Fund, if applicable) and not individually to the investors in such Funds or USVC. Investors in
the Funds are accredited investors, as defined in the Securities Act of 1933, and include high net worth
individuals, endowments, trusts, other investment funds, and other U.S. and non-U.S. investment
vehicles.