Darwin Ventures LLC

ITEM 5 – FEES AND COMPENSATION
Item 5.A   Describe how you are compensated for your advisory services. Provide your
           fee schedule. Disclose whether the fees are negotiable.

           The management fees paid by each Fund are fully described in their respective
           Offering Documents and may vary based on the other terms therein. Below is a
           summary of the advisory fee arrangements found within the Offering Documents:

              •   Darwin Venture Capital Fund-of-Funds, LP – The annual management fee
                  for the Fund is equal to 1% of the Fund’s Committed Capital per year for
                  the first four years of the Fund life, 0.75% for years five through eight, and
                  0.50% for years nine through thirteen, payable quarterly in advance until
                  the dissolution of the partnership.

              •   Darwin Venture Capital Fund-of-Funds II, LP – The annual management
                  fee for the Fund is equal to 1% of the Fund’s Committed Capital per year
                  for the first four years of the Fund life, 0.75% for years five through eight,
                  and 0.50% for years nine through thirteen payable quarterly in advance
                  until the dissolution of the partnership.

              •   Darwin Venture Capital Fund-of-Funds III, LP – The annual management
                  fee for the Fund is equal to 0.50% of the Fund’s Committed Capital per
                  year payable quarterly in advance until the dissolution of the partnership.

              •   Darwin Venture Capital Fund-of-Funds IV, LP – The annual management
                  fee for the Fund is equal to 0.50% of the Fund’s Committed Capital per
                  year payable quarterly in advance until the dissolution of the partnership.

              •   Darwin Venture Capital Fund-of-Funds V, LP – The annual management
                  fee for the Fund ranges between 0.50% - 0.75% of the Fund’s Committed
                  Capital per year payable quarterly in advance until the dissolution of the
                  partnership, subject to the timing of an Investor’s initial investment and
                  other relevant provisions within the Offering Documents.

              •   Darwin Venture Capital Fund-of-Funds VI, LP – The annual management
                  fee for the Fund ranges between 0.50% - 0.75% of the Fund’s Committed
                  Capital per year payable quarterly in advance until the dissolution of the
                  partnership, subject to the timing of an Investor’s initial investment and
                  other relevant provisions within the Offering Documents.

              •   Darwin Venture Capital Fund-of-Funds VII, LP – The annual management
                  fee for the Fund ranges between 0.50% - 0.75% of the Fund’s Committed
                  Capital per year payable quarterly in advance until the dissolution of the
                  partnership, subject to the timing of an Investor’s initial investment and
                  other relevant provisions within the Offering Documents.

           Fund V-A, Fund VI-A, Fund VI-B, Fund VI-C, and VII-A are not charged
           management or performance-based advisory fees.

           The management fees paid by the Funds are not negotiable by Investors.

Additionally, with the exclusion of Fund V-A, Fund VI-A, Fund VI-B Fund VI-C,
and VII-A each Fund allows for Darwin to receive an incentive/performance fee.

The above fee information is a brief summary only. There are additional
conditions, fee payments and reduction information pertaining to the
management fees paid by the Funds, which are outlined in the Offering
Documents and should be reviewed carefully prior to investing.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how
           often you bill clients or deduct your fees.

           Darwin receives a management fee from each Fund based on a fixed percentage of
           each Fund’s committed capital as described above. Darwin deducts the fees directly
           from each Investor’s capital accounts. Details regarding how fees are paid are in
           each Fund’s Offering Documents.

           It is important that Investors refer to the relevant Offering Documents for a
           complete understanding of how Darwin and its affiliates are compensated for
           services provided to the Funds. The information contained herein is a
           summary only and is qualified in its entirety by such documents.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection with
           your advisory services, such as custodian fees or mutual fund expenses.
           Disclose that clients will incur brokerage and other transaction costs, and
           direct clients to the section(s) of your brochure that discuss brokerage.

           Except for the Organizational Expenses outlined below, Darwin will be responsible
           for all of the normal day-to-day overhead expenses of managing the Funds,
           including wages, salaries, rent, utilities, bookkeeping and other such expenses of
           Darwin. In addition, Darwin will be responsible for expenses incurred in connection
           with the research and analysis of potential portfolio investments and divestments
           and the management of the respective Fund’s investment portfolio, except to the
           extent that legal, accounting or other specialized consulting or professional services
           are required that Darwin would not normally be expected to render with their own
           professional staff.

           Each Fund will be responsible for all costs and expenses associated with
           establishing, organizing and offering interests in each Fund (“Organizational
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Item 7.A      Describe the types of clients to whom you generally provide investment advice,
              such as individuals, trusts, investment companies, or pension plans. If you have
              any requirements for opening or maintaining an account, such as a minimum
              account size, disclose the requirements.

              Darwin provides investment advisory services to pooled investment vehicles
              operating as private investment funds. See details in Item 4 – Advisory Services
              above for further information.

              Each Fund outlines the minimum investment criteria within the respective Offering
              Documents. Such investment criteria can be waived or modified by Darwin or its
              related general partner.

              All Investors are required to complete an investor questionnaire, which includes
              detailed information about the Investor’s financial qualifications, sophistication,
              and experience sufficient to determine the Investor’s eligibility to become an
              investor in the Funds. All accepted Investors execute a Subscription Agreement
              containing certain representations and warranties and setting forth the terms and
              conditions of an investment in the applicable Fund, including the adoption of the
              Fund’s Limited Partnership Agreement. Investors in the Funds may include, among
              others, high net worth individuals, banks, thrift institutions, pension and profit-
              sharing plans, trusts, estates, charitable organizations, university endowments,
              corporations, limited partnerships and limited liability companies or other entities.