CSC Upshot Ventures Management LLC

Item 5.        Fees and Compensation

The Fund, and the investors in the Fund, are “qualified purchasers” as defined under section
2(a)(51)(A) of the 1940 Act. Therefore, information on how Upshot is compensated for its advisory
services and its fee schedule is not included here. Upshot’s compensation varies. The precise amount
of, and the manner and calculation of, the management fees and performance allocations, for the
Fund are established by Upshot, as modified by negotiations with investors in the Fund, and are set
forth in the Fund’s investment management agreement, organizational documents and/or other
documentation received by each investor prior to investment in the Fund.

The General Partner serves as the general partner of the Fund. As general partner, the General
Partner deducts management fees directly from the Fund, which has assigned to Upshot, and is
entitled to certain performance allocations of a portion of realized profits. Investors pay the
management fees and performance allocations indirectly through their investments in the Fund.
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The Fund’s management fees are deducted in advance for each fiscal quarter. Performance
allocations occur on certain realized profits from the Fund. Lower fees for comparable services may
be available from other sources.

Upshot’s relationship with the Fund is terminable on expiration of the Fund’s term, dissolutionof
the Fund or on Upshot’s withdrawal as investment adviser. Investors generally may not withdraw
from the Fund until the Fund liquidates its underlying investments, but in some cases, an investor
may be permitted to withdraw in certain limited circumstances.

Expenses, the pro-rata portion of any management fee and the performance allocations through the
date of termination, are typically charged to the Fund. Generally, all prepaid but unearned
management fees are refunded to the Fund on termination of the Fund’s investment advisory
relationship with Upshot. While the Fund does not expect to permit any investor to withdraw, an
investor who is permitted to withdraw from the Fund does not receive a refund of any management
fee previously paid.

The Fund is responsible for its own costs and expenses, including portfolio company acquisition
and disposition costs and expenses, ongoing legal, accounting and bookkeeping fees and expenses,
and the fees and expenses charged by any administrator for its accounting, bookkeeping and other
services. Upshot generally bears its own operating, general, administrative and overhead costs and
expenses, other than the expenses described above.

Item 6.        Performance-Based Allocations and Side-By-Side Management

Currently, Upshot only manages the Fund, which pays performance-based compensation. Upshot
does not manage client accounts that do not pay performance-based compensation.

Item 7.        Types of Clients

Upshot provides investment advice and management to the Fund. Investment advice is provided
directly to the Fund (subject to the direction and control of the General Partner) and not individually
to investors in the Fund.

The Fund is closed to new investors. Interests in the Fund were offered pursuant to applicable
exemptions from registration under the Securities Act and the 1940 Act. Investors in the Fund
include; high net worth individuals, trusts, corporations, limited partnerships, limited liability
companies or other entities.