Fairway Capital Management LLC

Item 5 – Fees and Compensation

Fairway and its affiliates receive fees and compensation in exchange for managing the Funds. The
Funds are also responsible for bearing certain expenses as detailed below and in each Fund’s
Governing Documents. The following is a general description of fees, compensation and expenses
of the Funds. Investors should refer to the Governing Documents of the applicable Fund for a
complete understanding of how Fairway is compensated for its advisory services; the information
contained herein is a summary only and is qualified in its entirety by such documents.

Management Fees

Venture Funds: Fairway is entitled to a management fee of the Venture Funds of 0.25% per annum
of each investor’s total capital commitments, payable quarterly in advance.

If applicable, the management fee calculated with respect to a non-affiliated investor will be reduced
by an amount equal to such investor’s allocable portion of all directors’ fees, managers’ fees, consulting
fees, commitment fees, break-up fees and portfolio investment advisory board or investment
committee member fees, relating directly to the Fund’s investments or commitments (in each case
whether paid in cash or in securities, but net of unreimbursed expenses associated with the generation
of such fees) received by (a) Fairway as investment manager, (b) the general partner, (c) the principals,
(d) any affiliates of Fairway, the general partner or the principals, and/or (e) the investment team
members. If the reduction amount in respect of an investor exceeds the amount of such investor’s
management fee obligation for any quarter, the excess amount will be carried forward and applied
against such investor’s management fee for succeeding quarters.

Fairway reserves the right to partially or completely waive the management fee, in whole or in part,
with respect to any investor in the Venture Funds or to charge different fees than those described
above as may be agreed with such investor, and Fairway is entitled to enter into side letters or amend

the limited partnership agreement to reflect any such fee arrangements without notice to, or the
consent of, other investors. In addition, employees and certain investors who are affiliated with
Fairway are not expected to bear any portion of the management fee.

Registered Fund: Fairway is entitled to a management fee for the Registered Fund equal to an annual
rate of 0.75% of the Fund’s average net assets, which is accrued and payable at the end of each calendar
quarter (or at such other interval, not less frequently than quarterly, as the Registered Fund’s board of
trustees may from time to time determine and specify in writing to Fairway). The management fee is
paid to Fairway before giving effect to any repurchase of shares in the Fund effective as of that date
and will decrease the net profits or increase the net losses of the Fund that are credited to its
shareholders. A portion of the management fee is permitted to be paid to brokers or dealers that
assist in the distribution of shares.

Fairway has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with
the Registered Fund, whereby the Firm has agreed to reduce the management fee payable to it (but
not below zero), and to pay any operating expenses of the Fund, to the extent necessary to limit the
operating expenses of the Fund, excluding certain “Excluded Expenses” listed below, to the annual
rate (as a percentage of the net assets of the applicable class of shares of the Fund, as calculated at the
end of each calendar quarter) of 2.70% and 2.00% with respect to Class A Shares and Class I Shares,
respectively (the “Expense Cap”). Excluded Expenses that are not covered by the Expense Cap
include: brokerage commissions and other similar transactional expenses; interest (including interest
incurred on borrowed funds and interest incurred in connection with bank and custody overdrafts);
other borrowing costs and fees, including interest and commitment fees; taxes; acquired fund fees and
expenses; incentive fees to be paid to Fairway; litigation and indemnification expenses; judgments; and
extraordinary expenses.

Performance Fees

Venture Funds: The Venture Funds will pay to the relevant Fund general partner a carried interest
allocation equal to 10% net of fees and expenses, calculated as portfolio investments are realized.

Registered Fund: The Registered Fund will pay Fairway an incentive fee in respect of each calendar
quarter of the Fund equal to 10% of the excess, if any, of the net profits of the Fund for the applicable
quarter subject to a high water mark.

Other Fees

Investors indirectly bear a portion of the asset-based fees, performance fees or incentive fees or
allocations and other expenses incurred by such Fund as an investor in the underlying funds.
Generally, asset-based fees payable in connection with portfolio fund investments range from 1.00%
to 2.50% (annualized) of the commitment amount of the Fund’s investment, and performance or
incentive fees or allocations are typically 10% to 25% of a portfolio fund’s net profits annually,
although it is possible that such amounts may be exceeded for certain underlying fund portfolio

managers.

The Registered Fund shareholders are also responsible for various other fees, including administration
fees, compliance services fees, distribution and service fees (which shareholders in Class I do not pay)
and purchasing offering charges (which shareholders in Class I do not pay). Shareholders should refer
to the Governing Documents of the Registered Fund for more specific information on these other
fees.

Fairway may be entitled to receive topping, break-up, monitoring, directors’, organizational, set-up,
advisory, investment banking, syndication and other similar fees in connection with the purchase,
monitoring or disposition of the Registered Fund investments or from unconsummated transactions.
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Item 7 – Types of Clients

Fairway provides investment advice to its Funds. The Venture Funds are exempt from registration
under Sections 3(c)(1) and 3(c)(7) of the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder (“Investment Company Act”), and the Registered Fund is a
closed-ended investment company registered under the Investment Company Act and the Securities
Act of 1933. Both Funds limit their respective investors to “accredited investors” as defined in the
Securities Act of 1933 and “qualified clients” as defined in the Advisers Act. The Venture Funds
require capital commitments from each investor of at least $1 million and the Registered Fund requires
capital commitments from each shareholder of at least $50,000 for Class A Shares and $250,000 for
Class I Shares, although for each Fund, a Venture Fund’s general partner or the Registered Fund’s
board of trustees has the ability, in its sole discretion, to accept lesser amounts.

The investors participating in the Funds include, or are expected to include, high net worth individuals,
other investment entities, university endowments, family offices, pension and profit-sharing plans,
trusts, estates or charitable organizations, corporations, limited partnerships, limited liability
companies, fund of funds and other business entities or other service providers retained by Fairway,
and include, directly or indirectly, principals and other employees of Fairway and its affiliates and
members of their families.