Neman Ventures LLC

Item 5 – Fees and Compensation

A.     Fee Schedule
The fees and compensation payable to Neman Ventures are set forth in detail in the
Governing Documents of each Client. However, the range of compensation is
generally as follows:
       1.      Management Fee
Neman Ventures typically receives an annual asset-based management fee calculated as a
percentage of each Investor’s capital commitment, payable in advance. The management fee
is generally between 1% and 2%. Upon the initial closing date and each subsequent closing,
the Client promptly pays the entire management fee with respect to the capital commitments
subscribed for at such closing.
Investors are encouraged to review a specific Client’s Governing Documents to confirm
the fees charged to a specific Client.

       2.      Performance-based Fees
Neman Ventures generally receives an incentive allocation (“carried interest”) equal to a
percentage of distributions of net proceeds attributable to each Investor’s interest, but only
after the Investor has received cumulative distributions equal to that Investor’s capital
contributions in the relevant Client. The carried interest is generally between 10% and 20%.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
Client expenses, including the management fee and any performance-based fees may
constitute a higher percentage of average net assets than could be found in other investment
programs.
B.     Payment of Fees
Management fees or carried interest are deducted from Client capital accounts as described
in Item 5.A. above
C.     Third-Party Fees
Clients may pay such costs and expenses as Neman Ventures shall reasonably determine to
be necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to:
(i) any costs, fees and expenses related to making a Portfolio Investment, including without
limitation, any fees, costs and expenses related to acquiring (including any “broken deal”
costs), monitoring and disposing of the Portfolio Investment, but excluding the Portfolio
Investment Amount; (ii) any extraordinary expenses (e.g., expenses related to valuation of

                                                                            Part 2A of ADV:
                                                                    Neman Ventures Brochure

the Portfolio Company, litigation and indemnification); (iii) any research and due diligence
expenses, interest on borrowed money, investment banking, financing and brokerage fees
and expenses; (iv) any expenses due to the Client's tax returns and Schedules K-1, custodial,
legal and insurance expenses, any taxes, fees or other governmental charges levied against
the Client; (v) any attorneys', accountants' or consultants' fees and disbursements incurred
for and on behalf of the Client, but excluding the Management Fee, if any; (vi) any regulatory
or litigation expenses (and damages); (vii) any expenses related to insurance; (viii) any
expenses incurred in connection with the winding up or liquidation of the Client; (ix)
organizational and offering expenses of the Client; (x) any expenses incurred in connection
with any amendment to the Governing Documents; and (xi) any expenses incurred in
connection with the distributions to the Members and in connection with any meetings of the
Investors.
D.     Prepayment of Fees
As described in Item 5.A., the management fee is paid in advance. The management fee is
generally not refundable, and Investors who transfer or withdraw their Interests may not
be entitled to a refund of any portion of the management fee previously paid, except as may
be expressly set forth in the applicable Governing Documents or determined at the
discretion of the Firm.
E.     Outside Compensation for the Sale of Securities
Neither Neman Ventures nor its supervised persons accepts compensation for the sale of
securities or other investment products outside of its association with the Firm.
The foregoing discussion in Items 5 represents Neman Ventures’ basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws.
Fees and other compensation are negotiable in certain circumstances and
arrangements with any particular Investor may vary. Although Neman Ventures
believes its fees are competitive, lower fees for comparable services may be available
from other investment advisers.
Prospective Investors and Clients should read the entire Brochure as well the
Governing Documents and other materials that may be provided by Neman Ventures
prior to engaging the Firm’s services.

Item 7 – Types of Clients

Neman Ventures provides investment advice and management to the Clients. Neman
Ventures may in the future provide the same or similar services to other privately placed
investment funds and SPVs.
Neman Ventures intends to restrict the number of Investors in the Clients and will offer
Interests only through non-public transactions in order to maintain their exclusion from
“investment company” status under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
Prospective Investors in the Clients must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review the Governing Documents, which set forth all of the terms in detail.
Though the Clients generally pursue the same strategy, offering terms may differ.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933), a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S.
Investment Company Act of 1940, as amended)], or an Investor who is eligible to enter into a
performance fee arrangement under state and/or federal law, as applicable, and must meet
other criteria as specified in the Governing Documents.
The minimum initial investment is typically $100,000, subject to waiver at the discretion of
the Firm. The Clients and may, in their sole discretion, permit investments below any
minimum amounts set forth in the Governing Documents.

                                                                              Part 2A of ADV:
                                                                      Neman Ventures Brochure