Greycroft LP

Item 5 – Fees and Compensation

A.     Fees
The fees and compensation payable to Greycroft vary among its Clients. The specific manner
in which fees are charged by the Firm is established in each Fund’s Governing Documents and
sub-advisory agreements, as applicable, the terms of which may differ from those described
below. The Firm does not currently, but may in the future, negotiate a specific fee arrangement
with a particular Fund investor pursuant to a side letter. Compensation is generally as follows:
       1.      Management Fees
The Firm typically receives an annual management fee based upon the total capital
commitments or invested capital of investors who are not affiliated with the applicable
General Partner, as described in each Funds’ Governing Documents. Management fees are
typically paid at the beginning of each fiscal quarter. Certain Funds, as set forth in the
applicable Governing Documents, provide for reductions in the management fee over the life
of the Fund. Please refer to the Governing Documents of each of the Funds for complete
information on the amount and timing of management fee payments.
In addition, management fees may be offset in certain Funds, as set forth in the applicable
Governing Documents, by any directors’ fees or other compensation paid by a Fund portfolio
company to the Firm, the applicable General Partner, the managing members of the
applicable General Partner, or certain other employees of the Firm, unless waived by the
Fund’s advisory committee. Greycroft employees may, from time to time, be asked to serve
(or continue to serve) as directors of, or advisors with respect to, certain companies in which
a Fund has fully exited its ownership interest. Such companies are no longer portfolio
companies of such Fund and, as a result, any compensation received by such Greycroft
employee after a Fund has fully exited its ownership interest is not subject to offset or
otherwise shared with the Fund or its investors.
Certain Governing Documents permit the applicable General Partner to make “deemed
contributions” of capital to certain Funds through waivers of the management fee.
Accordingly, such reductions in payments by the limited partners of the management fee are
treated by the Governing Documents as a capital contribution deemed made by the relevant
General Partner, which is effectively invested in the relevant Fund on such General Partner’s
behalf and operates to reduce the amount of capital such General Partner would otherwise
be required to contribute to the Fund. In such circumstances, the limited partners of the
relevant Fund would be required to make a pro rata contribution according to their
respective capital commitments to fund any contribution that would otherwise be required
of the relevant General Partner in connection with a deemed contribution. Any deemed
contributions of the relevant General Partners will generally reduce the management fee
payable by the limited partners of the applicable Fund to the extent set forth in such Fund’s
Governing Documents.

       At this time, Greycroft does not receive management fees for its non-discretionary
sub-advisory services provided to certain funds managed by third-party investment advisers.
2.     Performance-based Fees
Each Fund’s General Partner may be entitled to receive a performance-based fee, including
payment of a “carried interest” or “incentive allocation,” as described in the respective
Governing Documents. The “carried interest” or “incentive allocation” varies across the
Funds, as more fully described in the Governing Documents. Greycroft is entitled to receive
a portion of the carried interest, pursuant to the applicable sub-advisory agreement, for its
non-discretionary sub-advisory services provided to certain funds managed by third-party
investment advisers.
        3.      Fee Comparison
Management fees (if any), carried interest or incentive allocation (if any), and fund expenses
can constitute a higher percentage of average net assets than could be found in other
investment programs.
B.      Payment of Fees
Management fees are typically paid at the beginning of each fiscal quarter. The Firm may, in
its discretion, waive or modify management fees for certain investors, including affiliates,
employees, or strategic investors. The amount of, and the manner of calculation of, “carried
interest” or “incentive allocation,” is detailed in each Fund’s Governing Documents. The
General Partner of certain Funds may, from time to time, waive or reduce “management fees,”
“carried interest,” or “incentive allocation,” as permitted by the relevant Governing
Documents.
Additionally, certain co-investment vehicles and friends and family vehicles, which may
include current and former employees of, advisers to, other persons associated with
Greycroft, as well as independent third parties not associated with Greycroft, do not pay
management fees and/or a performance-based fee.
Payment of fees for services provided pursuant to a sub-advisory agreement are stated in the
applicable sub-advisory agreement.
C.      Fund Expenses
Each Fund is responsible for its own costs and expenses, as applicable to each Fund and as
described in such Fund’s Governing Documents. Such expenses include, without limitation,
(i) organization and syndication costs; (ii) legal, accounting, auditing, custodial, consulting
and other professional fees; (iii) banking, brokerage, finders’ fees, depositary and similar fees
or commissions; (iv) fees, expenses, taxes, duties and costs incurred in acquiring, holding,
selling, or otherwise disposing of Fund assets, including such expenses incurred for
transactions which are not consummated; (v) indemnification obligations; (vi) cost of
premiums and fees for liability insurance; (vii) costs of Advisory Board and Fund meetings;
and (viii) reasonable out-of-pocket entertainment and travel and related expenses (including
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Item 7 – Types of Clients

Greycroft provides investment advisory services to pooled investment vehicles which
operate as exempt investment companies under the Investment Company Act. The Firm will
offer limited partnership interests, membership interests, or other similar equity interests
only through non-public transactions in order to maintain exemptions status under the
Investment Company Act and, to the extent necessary for any Fund, restrict the number of

investors in such Fund. The Firm also provides sub-advisory services on a non-discretionary
basis to certain funds managed by third-party investment advisers.
Prospective investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Each investor generally must be an accredited
investor (as defined in Regulation D promulgated under the Securities Act) and, if applicable,
a qualified client (as defined in Rule 205-3 under the Advisers Act), and must meet other
criteria as specified in the Governing Documents.
Investors in the Funds may include certain qualified individuals, high net worth individuals,
public pensions, corporate pension and profit-sharing plans, corporations, charitable
institutions, foundations, endowments, municipalities, private investment funds, trust
programs, insurance companies, sovereign funds, foreign funds and other U.S. and
international institutions. Funds typically have a minimum investment amount. This amount,
which may vary from Fund to Fund, may be waived by the Fund’s General Partner in its sole
discretion.