NEA Management Company LLC

Item 5 - Fees and Compensation

In general, NEA, or an affiliated General Partner, typically receives a Management Fee (as
defined below) and carried interest in connection with the provision of advisory services to the
Funds. As discussed in more detail below, NEA is permitted to receive additional
compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation generally will offset in whole or in
part subsequent Management Fees otherwise payable to NEA by the Funds to the extent
provided by, and subject to certain exceptions in, the Governing Documents. Investors in a
Fund also bear certain expenses.

       Management Fees

NEA is authorized under the Governing Documents to deduct advisory fees directly from the
assets of the Funds. Generally, the Funds will pay NEA, quarterly in advance, an annual
management fee (the “Management Fee”) of 0.00-1.75% of aggregate investor capital
commitments (“Commitments”) of a Fund, as detailed in each Fund’s Governing Documents.
Certain Funds, or certain investors in such Funds, or other investment vehicles, including
employee vehicles (such as the NEA Ventures Program Vehicles (as defined below)) pay a
reduced Management Fee or do not pay a Management Fee at all. With respect to certain Funds,
the Management Fees payable to NEA by certain investors are reduced relative to the
Management Fees payable by other investors in the same Fund and certain investors may not
bear any portion of the Management Fee. Please refer to the Governing Documents of each of

the Funds for complete information on the amount and timing of Management Fee payments.
Depending on the terms of the Governing Documents, for certain Funds, Management Fees
will be payable during term extensions unless otherwise agreed with Fund investors.

The Governing Documents provide that certain Fund’s Management Fees will be calculated
and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As
further specified in the relevant Governing Documents, from the effective date of the relevant
Fund until a Management Fee stepdown date, if applicable, Management Fees generally will
be charged based on a formula tied to the amount of the relevant Fund’s aggregate
Commitments, although in certain Funds the Management Fee is charged based on invested
capital. Further, after the date specified in the Governing Documents in which management
fee base is adjusted (the “Stepdown Date”), Management Fees for certain Funds generally
will be charged and calculated based on a formula tied to the aggregate fair value of a Fund’s
remaining portfolio investments or the amount of investment contributions (including, where
applicable, a Fund borrowing component and the amount of any capitalized transaction-
specific fees and expenses of unrealized investments) made by the relevant Fund relating to
the Fund’s aggregate investment(s) in its investments that have not been realized or completely
written off for U.S. federal income tax purposes (such investments “Impaired Value
Investments”).

Under the Governing Documents, where the fair market value of an investment exceeds the
total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees (to the extent they are calculated based on the aggregate cost basis of a
Fund’s remaining portfolio investments) will not be calculated based upon such appreciated
value, and will instead continue to be calculated based on the amount of such investment
contributions.

In many circumstances, the post-Stepdown Date Management Fee base (to the extent
Management Fees are calculated based on the aggregate cost basis of a Fund’s remaining
portfolio investments) will include capitalized transaction-specific fees and expenses of
unrealized investments. Further, Management Fees generally will not be reimbursed or
refunded under the Governing Documents in the event of realizations, dispositions or partial
write-downs or write-offs that occur partway through the relevant calculation period.

To the extent Management Fees are assessed in advance, the Funds’ Governing Documents
require such Management Fees to be returned to the limited partners of such Funds should
NEA’s management services to the Fund be terminated prior to the end of the period in respect
of which the Management Fees have been paid (including, for example, situations where the
final distribution by a Fund occurs prior to the end of a period for which Management Fees
have already been paid).

The General Partners, NEA, and certain other persons associated with NEA are permitted to
receive directors’ fees, consulting fees or other remuneration from portfolio companies of a
Fund (or prospective or former portfolio companies) (whether in cash, securities, options or

otherwise and including, for the avoidance of doubt, break-up and monitoring fees)
(“Transaction Fees”) from portfolio companies or prospective portfolio companies of the
Funds. Subject to the provisions of the applicable Governing Documents, Transaction Fees
will typically trigger a “Management Fee offset” under such Governing Documents (pursuant
to which future Management Fees payable by the applicable Fund to its General Partner or
NEA will be reduced) to the extent such Transaction Fee is converted into and received in cash
by the General Partners, NEA, or for certain NEA personnel then serving as managers of the
ultimate general partner of the applicable Fund. In addition, certain Governing Documents and
internal NEA practices generally require that employees or other personnel who receive
Transaction Fees must turn over such amount to NEA, which will also trigger a Management
Fee offset. Notwithstanding the foregoing, NEA personnel whose title with the General
Partners or NEA is that of a “venture partner,” “venture advisor,” “special partner,”
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Item 7 - Types of Clients

NEA provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to NEA’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. state laws or non-U.S. (e.g.,
Cayman Islands) applicable laws and operate as exempt investment pools under the 1940 Act.
The investors participating in the Funds generally include U.S. and non-U.S. governmental
entities and related pension funds or retirement plans or systems, insurance companies,
corporations, pension and profit-sharing plans, endowments, charitable organizations, fund-of-
funds, trusts, estates and certain family offices and high-net worth individuals. In addition,
investors in the Funds also include, directly or indirectly, principals or other employees of
NEA and its affiliates and members of their families and related estate planning vehicles,
Venture Partners, or other service providers retained by NEA or a Fund, as well as executives
of portfolio companies in which NEA invests.

The relevant General Partner also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit certain investors to participate in one or more particular
investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative
investment vehicle sponsors generally have limited discretion to invest the assets of such
vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

The Funds generally have minimum investment amounts as described in the applicable Fund’s
Governing Documents for third-party investors, and Fund interests are generally offered and
sold solely to “accredited investors” within the meaning of the Securities Act and/or “qualified
purchasers” within the meaning of the 1940 Act (or qualified knowledgeable NEA personnel).
NEA is generally permitted to waive or reduce such minimum investment amounts.