Deer Management Co LLC

Item 5. Fees and Compensation

Management Fees

BVP is generally paid a management fee paid quarterly in advance by each Fund. The fee accrues
from a given commencement date in the Fund’s Governing Documents and continues through the
final liquidation of the Fund. Management fees are generally payable out of current cash flow,
disposition proceeds or from drawdowns from investors. Installments of the management fee
payable for any period other than a full quarterly period are prorated for the actual number of days
in such period, and in the case of the final quarterly period that the management fee is payable,
BVP will refund the amount of the management fee allocable to that portion of such period which
is subsequent to the date that management fee is no longer payable. Except for rare circumstances
described in the applicable Governing Documents of each Fund, investors are generally not
permitted to withdraw or redeem interests in the Funds. Investors in the Funds also bear certain
fund expenses as further described below.

The management fees are negotiated collectively with the investors of each Fund and are subject
to waiver or reduction by BVP. For example, certain of BVP’s principals, personnel, BVP outside
advisory personnel, and other individuals associated with BVP typically invest in or alongside the
Funds in a separate Fund vehicle. Management fees assessed on such investments may be
substantially reduced or as is more typical, waived entirely in the sole discretion of the applicable
General Partner or managing member. Vehicles that do not pay management fees will not receive
the benefit of any offset. Waived or reduced management fees are also not subject to management
fee offsets. Due to waived or reduced management fees by BVP and/or timing of receipt of
compensation subject to offsets, it is possible that management fee offsets will be delayed and
not be fully realized by investors in the relevant Fund, resulting in a net additional benefit to BVP.

The precise amount of, and the manner and calculation of, the management fees for each client is
disclosed in the Governing Documents of the Fund and varies from Fund to Fund. Under the Funds’
Governing Documents, the management fee will be calculated and charged on a basis that
generally is not tied to the Fund’s then-current net asset value. As further specified in the relevant
Governing Documents, management fees will initially generally be charged based on a formula tied
to the amount of aggregate subscriptions of the limited partners of a Fund. Upon a date specified
in the relevant Governing Documents of the Fund, the rate will be reduced by a given amount until
the tenth anniversary of the commencement of the Fund. At that time, the Fund’s management fee
generally will be charged and calculated based on a formula tied to the amount of contributed
capital or the cost basis of remaining portfolio investments made by the Fund. As a result, except
where the Governing Documents expressly provide to the contrary, the amount of management
fees generally will not correspond with fluctuations in the Fund’s net asset value, including where
the fair market value of an investment exceeds or falls below the total amount of contributed
capital or the cost basis relating to such investment. Therefore, the management fee generally will
not be reduced in connection with any partial sales or dispositions, distributions, partial
realizations, reorganizations, recapitalization (including recapitalizations involving dividends) and

write downs except as required by the relevant Governing Documents. The Funds’ Governing
Documents set forth the full list of terms under which a Fund’s management fee will be reduced,
offset or otherwise be limited, and consequently investors should expect to bear the full specified
management fee in the relevant Governing Documents until they are reduced in the circumstances
and on the date(s) specified therein.

With respect to BVP Forge, as set forth and discussed in more detail in each Fund’s Governing
Documents, the management fee is calculated as a percentage of non-affiliated aggregate
commitments until the earlier of (i) the date the Investment Period expires and (ii) and Successor
Fund Step-Down Date (each, as defined in the BVP Forge Governing Documents) (the “Step-Down
Date”). After the Step-Down Date, the fund’s management fee will be reduced to an amount equal
to a percentage of the non-affiliated partners’ investment contributions made with respect to
investments that have not been disposed of or completely written-off for U.S. federal income tax
purposes, in each case as determined on the first day of the period with respect to which a
determination is being made; provided that investments (other than bridge financings) in a portfolio
company will be treated for this purpose as having been disposed of or completely written-off only
to the extent that, as of the date of any such disposition or write-off, the aggregate value of all
remaining investments (other than bridge financings) in such portfolio company is less than the
aggregate investment contributions with respect to all existing and former investments in such
portfolio company.

In certain BVP funds, the post-Stepdown Date management fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
Investment-Related Fees (as defined below)) and expenses paid to Service Providers (as defined
below), operating partners (including members of the Operating Partner Group (as defined below)),
BVP or its affiliates. Further, management fees generally will not be reimbursed or refunded under
the Governing Documents in the event of realizations, dispositions or partial write-downs or write-
offs that occur partway through the relevant calculation period.

Other Fees and Expenses

The Funds typically pay organizational costs and expenses incurred by each General Partner (or
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Item 7. Types of Clients

BVP provides investment advisory services to the Funds. Investment advice is provided directly to
the Funds and not individually to the investors in the Fund. Investors in the Funds are generally
“qualified purchasers” or “knowledgeable employees” as defined in the 1940 Act and “accredited
investors” as defined in Regulation D promulgated under the Securities Act, and generally include,
among others, high net worth individuals, banks, thrift institutions, pension and profit-sharing
plans, trusts, estates, charitable organizations, university endowments, corporations, sovereign
wealth funds, limited partnerships and limited liability companies. In some cases private equity
professionals from other private equity firms and other service professionals (e.g., outside counsel)
may also be invested in the Funds. Additionally, principals, personnel, and consultants of BVP have
the ability to invest in other private equity investment vehicles (including single investor co-
investments) managed by other investment advisers. In some cases, the Funds are permitted to
invest in companies that are owned by such other investment vehicles, which has the potential to
directly or indirectly benefit principals, personnel, or consultants of BVP.

The Funds do not have a minimum size, but minimum investment commitments are generally
established for investors in the Funds. The General Partner, as applicable, of each Fund is generally
permitted to, in its sole discretion, permit investments below the minimum amounts set forth in the
Governing Documents of such Fund.