Investure LLC

Item 5 – Fees and Compensation

5. A. Adviser Compensation

Fee Structure for Managed Accounts

Investure’s fees for Managed Account advisory services typically consist of two components: (i)
an asset‐based fee (the “Management Fee”); and (ii) incentive compensation (the “Incentive
Allocation” or “Incentive Fee” and, together with the Management Fee, the “Account Fees”). For a
description of the Incentive Fee arrangement, please see Item 6 – Performance‐ Based Fees and
Side‐By‐Side Management.

The current Management Fee schedule for Managed Accounts starts at 0.40% of the Client’s net
assets under management (including amounts invested directly by Investure and amounts
invested in an Investure Fund). The fees are subject to a standard breakpoint schedule with
decreasing fees at higher asset levels. Management Fees are generally assessed monthly based
on Client’s net assets under management as of the close of the immediately preceding month,
without giving effect to accrued current year Investure Incentive Fees. Fee schedules and
breakpoints may change from time to time. However, all Managed Accounts currently are subject
to the same fee schedule.

Investure is permitted to waive or reduce Management Fees or incentive compensation (including
fees and Incentive Allocations associated with an investment in an Investure Fund) in its sole
discretion. Investure has waived, agreed not to charge and/or reduced such fees and
compensation for a portion of the portfolios of certain Managed Accounts, and will continue to
do so.

Termination of Managed Account Contracts

Managed Account IMAs generally are terminable by the Client upon not less than 5 days prior
written notice. Except where such termination is “for cause”, as defined by the relevant IMA, the
Client generally shall be responsible for payment of (i) accrued Management Fees as of the date
of termination and (ii) Incentive Fees, assessed as though the date of termination was the end of
the calculation period. Generally, Investure is permitted to terminate an IMA as of the end of any
calendar month, upon at least 180 days’ prior written notice of any month end. When an IMA is
terminated by Investure, the Client is responsible for pro‐rata Management Fees and Incentive
Fees, as of the date of termination. If termination of an IMA by a Client is “for cause”, no
Management Fees are due and payable beyond the termination date; however, Incentive Fees
generally are assessed as though the termination date was the end of the calculation period,
subject to the terms of the IMA.
It is expected that Clients who terminate an IMA (x) will remain invested in certain Investure Funds
(given the illiquid nature of the underlying investments of such Investure Funds (such Investure
Funds, the “Investure Private Funds”)), and (y) could be allowed to remain invested in the other
Investure Funds (the “Investure Public Funds”), upon mutual consent between Investure and the
Client or, in certain circumstances, will remain invested in these Investure Public Funds for a
period of time (which could be a significant period of time) following termination of the IMA until

the Client has been fully redeemed from these Investure Public Funds. However, unless otherwise
agreed upon by Investure and the Client, termination of the IMA will result in higher fees, as
described in the respective Governing Documents of the Investure Funds.

Fee Structure for Investure Funds

Fees paid to Investure for investments in Investure Funds vary depending upon the class of
interest and the type of fund, and are described in each Investure Fund’s Governing Documents.
Fees paid to Investure are subject to waiver or reduction by Investure in its sole discretion. As with
Managed Account fees, fees for Investure Funds typically include two components: (i) an asset‐
based fee (the “Management Fee”), payable monthly (in advance) and (ii) incentive compensation
which takes the form of an incentive allocation/fee or a carried interest (the “Incentive Allocation”).
Investure reserves the right to invoice such Management Fees less frequently than monthly for
some or all investors (although such fees will still be calculated on a monthly basis). Investure
invoices certain Investure Fund investors on a quarterly basis, and expects to continue to do so.

For Managed Accounts, Investure generally waives fees that would have been charged to the
investor in the Investure Funds and instead invoices Managed Accounts based on total assets
managed (including any assets managed outside the Investure Funds) in accordance with such
Client’s IMA. However, Investure is contractually permitted to, and in certain instances does, take
these fees inside the Investure Funds as a reallocation of interests (or similar) and/or via a direct
payment (or similar) from these Investure Funds instead of invoicing the Managed Account for
such amounts. For additional information on how these fees are collected, please see Item 5.B.
and Item 6 below.

For investors who are not party to an effective IMA with Investure (which would include former
Managed Account Clients as well as any institutional or other investors who are permitted by
Investure to invest in the applicable Investure Fund), to the extent permitted by the Investure
Fund’s Governing Documents or as otherwise agreed, Investure is permitted to charge fees inside
the Investure Funds or outside the Investure Funds, at its discretion, via an invoice process.
Investure reserves the right to waive, reduce and/or agree not to charge all or a portion of these
fees (which Investure has agreed to do for some or all such investors who do not have an IMA
with Investure).

Investure allows certain qualified employees or partners, former partners or former employees,
immediate family of employees or former employees, partners or former partners, and related
estate planning vehicles to invest (directly or indirectly) in the Investure Funds. These employees,
...

Item 7 – Types of Clients

As previously noted, Investure’s Clients are large institutional investors, typically non‐profit
foundations and endowments, as well as the Investure Funds. Each Investure Fund is organized
as a limited partnership (or series limited partnership) under the laws of the State of Delaware or
another appropriate jurisdiction, or as an offshore entity. However, in the future, the Investure
Funds could be other types of legal entities. Each Investure Fund currently qualifies, and Investure
expects that future Investure Funds will qualify, for an exemption from the definition of an
“investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”),
pursuant to Section 3(c)(1) or Section 3(c)(7) of the 1940 Act and each such Investure Fund offers,
or will offer, its interests to Investors pursuant to a private offering exemption and consistent with
the safe harbor provided by Regulation D (“Reg D”) under the Securities Act of 1933, as amended
(the “1933 Act”). As such, Investors are expected primarily to include institutional investors
(including certain high net worth individuals and their related trusts) that Investure reasonably
believes to be “qualified purchasers” as defined in Section 2(a)(51) of the 1940 Act and
“accredited investors” as defined in Regulation D.

Currently, the minimum investment for a Managed Account is approximately $300 million. Each

Investure Fund typically imposes investment minimums, as described in the relevant Investure
Funds’ Governing Documents. In each case, Investure retains the authority, in its sole discretion,
to waive or reduce stated investment minimums for a Managed Account or an Investure Fund. In
certain cases, Investure has waived and/or reduced such stated investment minimums.