Capria Ventures LLC

Item 5 – Fees and Compensation

Fee Schedule
The specific fees and compensation payable to the Firm are typically not negotiable and may vary
among the Funds. However, the types of compensation payable to Capria and any affiliated General
Partner entities are described below. Prospective Investors must review the specific fees applicable to
each Fund or SPV managed by the Firm within the Governing Documents for those entities.
               Management Fee and Performance-Based Compensation
Capria typically receives an annual management fee equal to a percentage of the Funds’ committed
capital (or, in some cases, invested capital) commencing on the Initial Closing Date as set forth in the
Governing Documents. However, certain Funds or SPVs do not currently pay management fees as
determined by Capria or applicable General Partner at their discretion.
Each Fund’s General Partner generally receives a carried interest equal to a percentage of all realized
profits in a particular Fund, which in certain Funds is subject to the investors first receiving a preferred
return, as described more fully in each Fund’s Governing Documents. The carried interest is generally
subject to a clawback at the end of life of the Funds if the applicable General Partner has received
excess cumulative distributions over a Fund’s entire term.
Capria or the General Partner may, at their discretion, waive or reduce management fees and carried
interest that would otherwise be generated from capital committed to the Fund’s portfolio investments
and any resulting realized profits, respectively.
The carried interest will only be charged to accounts of those investors who are “qualified clients'' as
defined in Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). The amount of
carried interest (as a percentage of realized gains) that an Investor is subject to may vary in some
cases, depending on which particular class of interests of a Fund an Investor holds, as permitted by the
Funds’ Governing Documents.
Capria, or an affiliated General Partner, pursuant to a side letter or similar agreement with a Investor,
may waive, reduce, defer or calculate differently the Management Fee or carried interest for a Fund
with respect to such Investor, and make such adjustments as Capria deems reasonable.
Fund expenses, including the management fee and any performance-based fees, can constitute a
higher percentage of average net assets than could be found in other investment programs.
Pursuant to each Fund’s Governing Documents, a Fund and any parallel Funds typically bear all broken
deal expenses with respect to unconsummated co-investment opportunities, in lieu of allocating a share
of such broken deal expenses to proposed co-investors or the co-investment vehicles in which they
would have participated if the co-investment was consummated.
       Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are deducted from
the applicable Fund’s assets. If management fees are assessed, they will typically be paid quarterly in
advance. Performance-based fees are only paid when the Funds distribute realized proceeds pursuant
to such Fund’s Governing Documents.

Capria Ventures LLC Confidential​             ​                                             ​       6

                             Part 2A of ADV: Capria Ventures LLC Brochure

The Firm and the General Partners do not receive a management fee or carried interest with respect to
the General Partners’ capital commitments. In most cases, the Firm and the General Partners do not
charge management fees with respect to SPVs or Co-investment vehicles that invest alongside a Fund,
but the Firm customarily does charge carried interest on such vehicles.
       Fund Expenses and Other Fees
The Funds bear all costs incurred in connection with the operation of its business, which may include,
among others, costs associated with the holding or sale of securities; all legal, audit, registration, and
financial fees; the cost of Fund meetings; and any extraordinary expenses of such Fund. For the
avoidance of doubt, no Fund shall bear any of the costs, fees and expenses incurred by or on behalf of
any parallel Fund. Organizational costs for the Funds and related entities are typically subject to a cap
as described in each Fund’s Governing Documents.

Investors should review all fees and expenses identified in each Fund’s Governing Documents to fully
understand the total amount of fees and expenses to be paid by the Funds and, indirectly, by the
Fund’s Investors.

It is critical that Investors refer to the relevant confidential Governing Documents for a complete
understanding of fees and expenses. The information contained herein is a summary only and
is qualified in its entirety by such documents.
       Prepayment of Fees
The Funds invest primarily in the securities of private companies on a long-term basis. Accordingly, all
fees are paid during the term of the Funds and Investors are generally not permitted to withdraw or
redeem Interests in the Funds. However, if an Investor is permitted to withdraw from a Fund, any
prepaid fees, such as management fees paid in advance at the beginning of the quarter or semi-annual
period during which the Investor withdraws from a Fund will not be refunded to the Investor or prorated
for partial periods.

       Outside Compensation for the Sale of Securities
Neither the Firm nor its supervised persons accept compensation for the sale of securities or other
investment products outside of its association with the Firm.​
The foregoing discussion in this Item 5 represents the Firm’s basic compensation
arrangements. The management fees and carried interest described above are structured to
comply with Rule 205-3 under the Advisers Act. Fees and other compensation are negotiable in
certain circumstances and arrangements with any particular Investor may vary. Although the
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Item 7 – Types of Clients

The Firm provides investment advisory services to pooled investment vehicles (including SPVs and
Co-investment vehicles) which generally operate as exempt investment companies under the
Investment Company Act of 1940, as amended (the “Investment Company Act”).
The Firm intends to restrict the number of Investors in the Funds and will offer Interests only through
non-public transactions in order to maintain the Funds’ exclusion from the definition of “investment
company” under the Investment Company Act.
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain withdrawal
requirements and limitations.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933, as amended) and “qualified client” (as defined in Rule 205-3 under the Advisers
Act) and must meet other eligibility criteria as specified in the Funds’ Governing Documents. The
minimum initial investment varies by Fund and any applicable minimums will be disclosed in the
Governing Documents and subject to waiver at the discretion of the Firm. In some cases, Investors
holding an Interest in a Fund may be compelled to withdraw from the Fund if they cease to satisfy
certain eligibility requirements at any time. Prospective Investors are encouraged to thoroughly review a
Fund’s Governing Documents, which set forth all of the aforementioned terms in detail.