Factorial Funds Management LLC

Item 5 - Fees and Compensation

Factorial provides investment advisory services to each Client pursuant to the
applicable Governing Documents. The applicable Governing Documents set forth in
detail the fees and, as applicable, carried interest structure, relevant to each Client.
All prospective Investors should review the Governing Documents in conjunction
with this Brochure for complete information on the fees and compensation payable
with respect to the advisory relationship with the Firm.

Factorial and/or the General Partner, as applicable, may reduce, waive, or modify
any fees for any Client or Investor in the Firm’s sole discretion. Any such modification
in respect of a certain Investor will not entitle any other Investor to the same or
similar treatment.

Management Fees

As investment adviser to the Funds, Factorial receives a management fee (the
“Management Fee”) equal to an annual rate of up to 2.5% of Commitments, charged
quarterly in advance (and pro-rated for any period that is less than a full fiscal year)
generally with reductions to such Management Fees following fixed intervals of
anniversaries related to each Investor’s initial contribution as further described in
each Fund’s Governing Documents.

Prior to being a registered investment adviser, Factorial charged a fixed upfront
Management Fee for its SPVs. All subscription amounts were generally irrevocable
and held in an account until the closing of the SPV.

Factorial may reduce, waive or calculate differently the Management Fee for certain
Investors, including but not limited to: any current and former member of a General
Partner and any current or former executive partner, venture partner, member,
officer, employee, or other service provider and/or advisor of the Firm, (ii) any related
persons of the foregoing, including family members and their trusts, partnerships
and similar estate planning vehicles established for the benefit of any of the above
individuals and/or his or her family members, and (iii) any affiliates of any of the
foregoing (collectively, “Associated Persons”).

The General Partner of each Client is also entitled to receive performance-based
carried interest distributions (“Carried Interest”) as further discussed in Item 6 of this
Brochure.

Additionally, the Firm reserves the right to make any such exemption from fees
and/or Carried Interest for any co-investment vehicles. The details of such fees, or
the exemptions thereof, will be disclosed in the Governing Documents of the co-
investment vehicle.

Portfolio Investment Fees

Factorial Funds Management LLC                                       Form ADV Part 2A

As more fully described in the applicable Governing Documents for certain Clients,
Factorial, the General Partner and/or the partners, members, officers, directors or
employees of any of them may receive fees in connection with a Portfolio Investment
including directors’ fees or consulting fees, transaction fees, monitoring fees, break-
up fees or equivalent compensation (“Portfolio Investment Fees”). These Portfolio
Investment Fees are generally applied to reduce the Management Fees payable by
a Client, in each case, in accordance with the applicable Governing Documents.

However, as disclosed in the applicable Client’s Governing Documents, fees not
subject to a Management Fee offset will generally include certain fees fees or other
remuneration received by the Founding Partner or any other personnel of Factorial
for services that are beyond typical services performed by members of boards of
directors of a Portfolio Investment (e.g., acting as a member of the management
team of a portfolio company), (B) the Client, a related Client, a Portfolio Investment
or an individual whose primary relationship with the General Partner and the Firm is
as a mere “venture partner,” “entrepreneur-in-residence,” “executive-in-residence,”
“consultant,” “contractor” or “adviser” (as those terms are generally understood in
the venture capital industry) or another similar professional or (C) any
reimbursement of the Founding Partner, Factorial, the General Partner or any officer,
director or employee of the Firm, the General Partner or any of their respective
affiliates for out-of-pocket expenses incurred on behalf of a Portfolio Investment.

Other Fees and Expenses

In addition to the fees described above, certain SPVs, as outlined in the related
Governing Documents, are charged a subscription and/or redemption fee based on
the total subscription amount. All subscription amounts are generally irrevocable.
Factorial reserves the right to reject any subscription in whole or in part.

Pursuant to each Client’s Governing Documents, an Investor in a Client will be
subject to a pro-rata allocation of Client expenses. Typical Client expenses are
detailed below; however, Investors are urged to review the applicable Governing
Documents for detail regarding expenses charged to their Client, as below is a
summary only.

The Clients will generally bear certain organizational and offering expenses and
operating expenses. The organizational and offering expenses incurred in
connection with the initial offering and sale of interests in the Client and other similar
expenses related to the Client are subject to a cap specified in certain of the Client’s
Governing Documents.

The SPVs will generally bear all of its ordinary administrative and operating
expenses, including risk management expenses, its ordinary and recurring
investment expenses, including custodial costs, brokerage costs, interest charges,
consulting fees, legal expenses, accounting, tax reporting and auditing expenses

Factorial Funds Management LLC                                      Form ADV Part 2A

incurred in preparing, printing and delivering all reports (including such expenses
incurred in connection with any SPV document) and tax information for members
and regulatory authorities, and all filing costs, fees, travel expenses and any other
...

Item 7 - Types of Clients

As further described in Item 4 of this Brochure, the Firm currently provides investment
advice to the Clients, which are private fund investment vehicles exempt from
registration under the Investment Company Act. These Clients will be limited to
individuals and entities that meet the criteria of “accredited investors” and “qualified
clients,” “qualified purchasers,” or “knowledgeable employees.”

Prospective Investors should refer to the Governing Documents of each respective
Client for information on minimum investment requirements. The minimum
investment for an SPV is specific to the particular Client and is disclosed in the
related Governing Documents. Typically, Factorial requires a minimum investment
of up to $100,000 for investment in the Clients, although the Firm maintains discretion
to individually waive, increase or reduce the minimum investment required. In
addition, certain of the Clients have entered into Side Letters with certain Investors,
to waive certain terms and/or allow such Investors to invest on different terms than
those specifically described in such Client’s Governing Documents. Under certain
circumstances, these agreements create preferences or priorities for such Investors
as compared to other Investors.

Factorial Funds Management LLC                                    Form ADV Part 2A