EDG Management Company LLC

Item 5         Fees and Compensation

               Our fees for investment management services are determined and assessed in a
manner specific to the Fund, and generally are non-negotiable. For the specific fees charged by
the Fund, please refer to the offering documents and LPA for the Fund.

               A.      Management Fees

               The Fund pays an annual management fee of 1.5% of invested capital. This fee is
deducted from limited partner capital accounts quarterly in advance. The LPA does not
expressly provide for the ability to waive management fees, but it does permit side letters which
may vary the terms of the LPA. EDG has granted one such side letter. It provides a
management fee waiver to the IRA of an EDG principal. Management fees are borne pro rata by
each limited partner in proportion to capital commitments.

               B.      Other Fees

               Our management fee may be reduced to the extent that any placement agent fees

are paid by a Fund, including but not limited to, in connection with actual or prospective
investments in the Fund.
                  In addition, the Management fee may be reduced to the extent that the Adviser or
its affiliates receive transaction related fees, i.e. fees relating to investment transactions.

                EDG will bear certain administrative expenses of each Fund. To the extent not
paid by the underlying portfolio companies in which the Fund invests, the Fund will pay all
expenses incurred in connection with its operations other than those specifically allocated to
EDG. Expenses paid by the Fund, include without limitation, costs for audits; LP Meetings;
Directors & Officers Insurance; expenses related to unconsummated investments; expenses in
connection with Fund bookkeeping and clerical services; financial statement, audit, tax returns
preparation and reporting; related investment carrying and management expenses; expenses for
distributions and other such costs on behalf of the fund. Any compensation and expenses paid
by a portfolio company to any officers and employees of EDG or consultants to EDG for service
as an officer or employee of the portfolio company will be borne by said portfolio company and
not subject to any offset. In instances where consultants to EDG act in an executive leadership
capacity for a portfolio company at the request of EDG, that company may establish cash and/or
equity incentive compensation directly with the consultant. The Fund generally will reimburse
its general partner or EDG for organizational, start-up and legal expenses.

               In general, the Fund does not engage in any brokerage transactions.

Item 7         Types of Clients

               EDG provides discretionary investment advisory services solely to the Fund as
described in this brochure, and on EDG’s ADV Part 1A.