Future Positive Management LLC

Item 5 - Fees and Compensation

Future Positive 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.

Future Positive 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

Future Positive receives an annual management fee (the “Management Fee”) from
each Fund, as set forth in the Fund’s Governing Documents, unless fee terms are
amended or otherwise negotiated.

Management Fees are paid quarterly in advance and are generally calculated
based on a percentage of capital commitments and thereafter based on a
percentage of invested capital. Future Positive in its sole discretion, may reduce,
waive or calculate differently the Management Fee for certain Investors, employees
or affiliates.

Prior to being a registered investment adviser, Future Positive charged a fixed
upfront Management Fee for its SPVs and fee arrangements (including
management fees and carried interest) were bespoke to each SPV. All subscription
amounts were generally irrevocable and held in an account until the closing of the
SPV.

Offset Provision

If the General Partner or certain related persons receive transaction, commitment,
break up, advisory, syndication, directors, officers, management or similar fees paid
by a portfolio company (“Portfolio Company Fees”) (and break-up fees paid by a
company that would have become a Portfolio Company pursuant to the transaction
that gave rise to such break-up fee that would), future Management Fees payable
by the Funds to the General Partner will be reduced by an amount equal to 100
percent of such fees. Future Management Fees, however, shall not be reduced by
services provided by any venture partner acting on behalf of Future Positive or its
affiliates, who may from time to time receive stock or fees paid by a portfolio
company in connection with these services.

Future Positive Management, L.L.C.                                    Form ADV Part 2A

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, Future Positive reserves the right to make any such exemption from fees
and/or Carried Interest for any Clients. The details of such fees, or the exemptions
thereof, will be disclosed in the Governing Documents of the Clients.

Portfolio Company Fees

As more fully described in the applicable Governing Documents for certain Clients,
Future Positive, the General Partner and/or the partners, members, officers, directors
or employees of any of them may receive transaction fees, commitment fees,
break-up fees, advisory fees, syndication fees, management fees, and director or
officer fees from portfolio companies or entities that were considered for investment.
These fees are generally offset 100% against the management fees paid by the
Funds, as described in the governing documents. However, compensation or equity
received by Venture Partners for services they provide directly to portfolio
companies is not offset against management fees.

Subscription Fees

In addition to the fees described above, some SPVs are charged a subscription fee
based on the total subscription amount. All subscription amounts are generally
irrevocable. Future Positive reserves the right to reject any subscription in whole or
in part.

Organizational and Other Expenses of the Funds
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.

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.

Each SPV 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
incurred in preparing, printing, and delivering all reports (including such expenses
incurred in connection with any SPV document) and tax information for members

Future Positive Management, L.L.C.                                  Form ADV Part 2A

and regulatory authorities, and all filing costs, fees, travel expenses and any other
expenses which are directly related to the investment of the SPV’s assets, and/or any
other such expenses as such may be identified as part of the applicable Governing
Documents.

Fund expenses generally include organization and operating expenses, including,
without limitation: (i) organization and syndication costs; (ii) legal, accounting,
audit, administration, appraisal, valuation, registered agent, bookkeeping, tax and
tax elections, custodial, consulting and other professional fees (including the
reasonable costs of in-house legal and tax professionals employed by the General
Partner, the Ultimate GP or a Management Company to the extent they provide
...

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, Future Positive will require a minimum
investment of $5,000,000 for investment in the Funds, 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.

Future Positive Management, L.L.C.                                  Form ADV Part 2A