HarbourVest Partners LLC

Item 5 - Fees and Compensation

HarbourVest receives management fees for the investment management and related services that
it provides to its Clients. The amount of management fees charged to a Client is dependent on a
variety of factors, including the Client’s size, structure, investment mandate, and the complexity of
the services being provided. Management fees are established in negotiations with the Separate
Account investors, or with respect to Clients that are Funds, the investors in HarbourVest Funds.
HarbourVest therefore charges different management fees to Clients that have substantially similar
investment objectives.

The annual management fee rate charged to a Client in some cases will vary from year to year over
the life of the Client. For example, in some cases the management fee rate charged to a Client
will increase during the early years of a Client and decrease over the later years. Fees for Clients in
extension years in some cases will be reduced or eliminated. HarbourVest charges management
fees that generally range from an average of 0.0% to 1.25% per year of committed, called, or invested
capital of the Client over the expected life of the Client or in some cases, of the net asset value of the
Client. Certain Clients receive investment monitoring services rather than investment management
services. Such Clients typically pay lower and, in some cases, no fees. The specific payment terms
and other conditions of the management fees for each Client are set forth in the Client’s investment
management agreement or other relevant governing documents.

Management fees are generally payable by Clients quarterly in advance on an estimated basis.
Management fees are typically deducted from the capital accounts of the Clients’ investors, although
certain investors pay their management fee directly to HarbourVest. HarbourVest occasionally
collects fees related to portfolio transactions or other services provided to portfolio companies.
Unless otherwise agreed with a relevant Client, the net after-tax amount of all such fees is offset
against the applicable Client’s management fee.

From time to time, HarbourVest enters into arrangements with certain persons to provide services to
HarbourVest Clients. HarbourVest will allocate fees and expenses with respect to such services on a
fair and equitable basis. For example, HarbourVest has entered into a retainer arrangement with a
consultant to provide due diligence services with respect to certain investments across the
HarbourVest platform and generally expects to allocate fees and expenses with respect thereto to
HarbourVest Clients based on amounts actually invested in such investments, regardless of whether
or not the consultant provided services on a particular investment or provided services for a deal in
which the Clients invested. As another example, HarbourVest has engaged a consultant to provide
restructuring advice with respect to certain credit investments held by HarbourVest Clients, and
generally expects to allocate fees and expenses with respect thereto among such HarbourVest
Clients based on their respective participation in such investments. In addition, certain distribution-
related fees and expenses (including, for example, placement fees and investor servicing fees)
incurred in connection with raising capital from certain investors are borne by such investors.

Subject to the terms of the governing documents of a Client, HarbourVest will bear ordinary
administrative costs and expenses relating to its operations excluding Administrative Expenses
(defined below). The Client will typically bear Administrative Expenses and all other costs and
expenses relating to the organization and operations of the Client and its general partner or

management entity, as applicable (or similar managing fiduciary and any related feeder vehicles).
Such costs and expenses can be substantial and include:

       (i)     legal, accounting, regulatory (including expenses incurred in connection with certain
               filings), compliance, administrator, consulting (including expert network and media
               consultants), valuation, custodial, depositary, auditing, banking and other external
               professional fees and expenses;

       (ii)    out-of-pocket costs of sourcing and evaluating potential portfolio investments
               (including broken deal expenses in the case of unconsummated investments) or
               temporary investments (including expenses related to meetings or conferences
               hosted or attended by HarbourVest, its affiliates or its employees to source
               investments,    attendance     at   industry   conferences    and    trade   association
               memberships, and, in the case of unconsummated investments, broken deal
               expenses, including break-up fees), and of making, monitoring, holding, or selling
               portfolio investments (including, without limitation, expenses relating to risk
               assessment, due diligence or ongoing monitoring of potential and existing portfolio
               investments, including the environmental, social and governance risks related
               thereto) and temporary investments, such as travel, hotel accommodations, meals,
               and entertainment expenses (collectively, “Travel Expenses”, and which include
               expenses for first class or equivalent travel and have in the past and could in the
               future include the cost of non-commercial air travel), record-keeping expenses,
               finder’s fees, placement fees, consulting fees, brokerage fees and other similar
               fees, costs, and expenses;

       (iii)   expenses associated with the preparation of a Client’s financial statements and tax
               returns, and the representation of a Client or its investors in tax matters and the
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Item 7 - Types of Clients

HarbourVest provides investment advice and portfolio management services to Clients established
as Funds, Separate Accounts, publicly traded closed-end investment companies and open-ended
funds. With the exception of Separate Accounts established pursuant to investment management
agreements and 1940 Act Regulated Funds, publicly traded closed-end investment companies and
open-ended funds, such Clients are typically structured as limited partnership vehicles in which
investors are limited partners and a HarbourVest entity serves as the general partner. Clients can
have minimum investment amounts for investors as set forth in their governing documents.
HarbourVest can typically, in its discretion, waive the applicable minimum investment amount.

The following types of institutions have historically invested in HarbourVest Funds or established
Separate Accounts: sophisticated institutional investors, including corporate pension and profit
sharing plans, public employee retirement and deferred compensation plans, municipalities, private
investment funds and other pooled investment vehicles, sovereign funds, insurance companies,
investment companies, charitable organizations, endowment funds, foundations, and other US and
international institutions. In addition, certain broker-dealers, high net worth individuals, banks, trust
companies, and investment advisers have also invested in Clients.