Daiwa Capital Management Silicon Valley Inc

Item 5: Fees and Compensation
Item 5.A.
In connection with investment advisory services provided to each Fund, the Adviser receives a
share of management fees from each Fund (“Management Fees”). The Management Fees vary
for each Fund and also vary over the life of each Fund, as negotiated, and determined at the time
such Fund is established and as set forth in its Governing Documents.

In general, the annual Management Fee rate for each Fund starts at one percent (1%) of the
aggregate capital commitments of the Limited Partners of such Fund, and is then reduced,
following the fifth anniversary of the Initial Closing Date, by one-tenth of one percent (0.10%) on
an annual basis to a percentage rate of one-half of one percent (0.50%) of the aggregate capital
commitments of the Limited Partners of such Fund, upon the occurrence of certain events that are
fully described in the Governing Documents of each Fund.

Each General Partner, which is an affiliate of DCMSV, is also entitled to receive performance-
based compensation from its Fund in the form of carried interest distributions (“Carried
Interest”). A detailed description of the Carried Interest calculation is further described in the
Governing Documents. Generally, Carried Interest is calculated based on ten percent (10%) of the
net profits distributed from each Fund’s investments, subject to recoupment of allocated losses,
fees and expenses and other criteria set forth in the relevant Governing Documents.

In general, Management Fees and Carried Interest are not negotiable. However, the Advisers (or a
Fund’s General Partner) have discretion to reduce or waive such Fund’s Management Fees and/or
Carried Interest as set forth in such Fund’s Governing Documents.

Item 5.B.
DCMSV deducts its Management Fee from a Fund’s capital contributions, or from proceeds of a
Fund’s Portfolio Investments. Each General Partner’s Carried Interest will be distributed from its
Fund’s investment proceeds.

Item 5.C.
Other Fees
In addition to Management Fees, the Adviser is also entitled to, in certain instances, additional
compensation in connection with management and other services performed for Portfolio
Companies of such Fund (“Other Fees”), and such Other Fees generally will offset, in whole or
in part, Management Fees otherwise payable by such Fund to the Adviser.

Fund Expenses
In addition to Management Fees and Carried Interest, each Fund (and, indirectly, the Limited
Partners therein) will pay such additional expenses as are disclosed in such Fund’s Governing
Documents. Each Fund will reimburse its General Partner and/or DCMSV for the organizational
and start-up expenses of such Fund and its affiliated entities (as further set forth in each LPA).

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Each Fund shall pay such costs and expenses as the Adviser shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its objective,
including but not limited to all costs and expenses incurred in the investigating (including all
expenses incurred in connection with research and analysis of industry sectors in which such Fund
invests, the preparation of reports, presentations, and meetings in which its General Partner
conveys the results of this research to such Fund’s Limited Partners, and the identification of
potential investment opportunities), holding, purchase, sale or exchange of securities (whether or
not ultimately consummated), including, but not limited to, legal, audit, accounting, banking and
consulting expenses and any placement fees, finder’s fees, and real or personal property taxes,
travel and related expenses, fees and expenses relating to outsourced finance, accounting back-
office and administrative services, all fees and expenses incurred in connection with the
maintenance of a registered office in its jurisdiction of formation partnership meetings, advisory
committee matters, all costs and expenses arising out of such Fund’s indemnification obligations,
liability and other insurance premiums, and any extraordinary expenses of such Fund.

Each Fund shall also bear, to the extent permitted by applicable law, all compliance related costs,
including, without limitation, governmental or regulatory filings, costs of compliance programs,
third-party compliance consultants, examinations, governmental and regulatory inquiries,
subpoenas and proceedings (in each case, whether involving such Fund, its General Partner, or the
Advisers).

Each Fund shall bear all liquidation costs, fees, and expenses incurred in connection with the
winding up and liquidation of such Fund, specifically including but not limited to legal and
accounting fees and expenses.

Each Fund shall bear all expenses incurred by or on behalf of the General Partner or the Fund in
connection with the syndication, structuring, formation and organization of the Fund, General
Partner and ultimate general partner, including printing, legal, capital raising, travel, accounting,
tax, and/or regulatory compliance.

The Adviser’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by each Fund. Such charges, fees and commissions
are exclusive of and in addition to the Adviser’s management fee, and the Adviser shall not receive
any portion of these commissions, fees, and costs.

Other Investment Fund Expenses
For Other Investment Fund investments, the Funds will generally pay management fees, carried
interest, and other expenses to a management company and/or general partner that is not affiliated
with the Adviser. Fees paid to the Adviser for investment advisory services are separate and
distinct from the fees and expenses charged by the independent investment adviser and/or general
partner for any Other Investment Fund’s advisory /management services.
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Item 7: Types of Clients
As noted in "Item 4: Advisory Business," the Adviser provides investment advisory services to
each Fund, which is a client.

The Adviser provides discretionary investment advisory services to each Fund, which is intended
for investment by, in the United States, Limited Partners that are "accredited investors" as defined
in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")
and "qualified purchasers" as defined under Section 2(a)(51) of the Investment Company Act and
the rules and regulations thereunder, and, if to non-US investors who are not "U.S. Persons" as
defined under Regulation S of the Securities Act, investors that meet the applicable local standards
for investment.

Each Fund's respective minimum capital commitment amounts are detailed within such Fund's
Governing Documents. A Fund's General Partner may, in its sole discretion, elect to reduce or
waive such minimum capital commitment amounts and accept lesser capital commitments from
any Limited Partner in such Fund.

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