NextGen Growth Partners LLC

Item 5. Fees and Compensation

NextGen’s fees and compensation arrangements vary depending on the particular Client. The specific terms
of such arrangements are set forth in each Client’s Operative Documents.

Generally, each Client will pay NextGen a management fee (the “Management Fee”) based on 2% of
commitments for the first 5 years (investment period) and then change to 2% of invested capital thereafter.

For Fund I, the Management Fee will be reduced by an amount equal to 100% of Transaction Fees
attributable to partners not designated as “affiliated partners” by the general partner. For Fund II and
Fund III, the Management Fee will be reduced by an amount equal to 80% of Transaction Fees attributable
to partners not designated as “affiliated partners” by the general partner. “Transaction Fees” include: (i)
directors’ fees, financial consulting fees or advisory fees paid to the general partner with respect to any
Client investment; (ii) transaction fees paid to the general partner with respect to any Client investment;
and (iii) break-up fees with respect to Client transactions not completed that are paid to the general
partner, in each case net of certain expenses (including those described below) as set forth in the
Operative Documents; but not including, in any event, any amount received by the general partner, the
Operations Group (or a member thereof) or other person from a portfolio company (a) as reimbursement
for expenses directly related to such portfolio company, (b) as payment for services provided to such
portfolio company in the ordinary course of such portfolio company’s business, (c) as compensation for
services provided by the general partner or other person as an employee of or in a similar capacity for
such portfolio company or (d) as compensation (including fees, incentive equity or other stock awards) for
services rendered by the Operations Group (or a member thereof) to a portfolio company or prospective
portfolio company.

A Client will pay, or reimburse NextGen, for the organization and startup expenses of each Client, the
general partner entity, and the offering of interests in the respective Client, including legal, accounting,
filing, travel-related expenses and placement agent expenses, and other fees and expenses
(“Organizational Expenses”). Each NextGen Growth Partners Fund II and Fund III portfolio company has a
management agreement with the Firm which has an annual fee that is the greater of $100,000 or a
percentage of EBITDA. For this fee, the portfolio company gets the benefit of the Firm’s Operations Group
(as defined in the limited partnership agreement). As stated in the limited partnership agreement, costs
of the Operations Group are a partnership expense and do not require a management fee offset.

In addition to the Management Fee and Organizational Expenses, the Operative Documents for each Client
set forth the other fees, costs and other expenses incurred by or otherwise related to the Clients to the
extent not reimbursed by third-parties that are permitted to be borne by the Clients, which include,
without limitation, in connection with: (i) acquiring, holding and disposing of investments (including
transactions that are not consummated); (ii) legal, consulting, investment banking, commercial banking,
borrowing, custodial, auditing, accounting and other professional service fees and expenses; (iii) the
preparation of financial statements, tax returns and other filings and Schedule K-1s of the Clients and the
general partner; (iv) any actual or threatened litigation, investigation, audit or other proceeding involving
the Client, the general partner, the principals or their respective affiliates (and their respective officers,
directors and employees) related to activities of the Clients; (v) any taxes assessed against the Clients; (vi)
the Clients’ legal and regulatory compliance (but excluding any compliance or related expenses assumed
by NextGen related to its registration as an investment adviser with the Securities and Exchange

Commission); (vii) insurance premiums on behalf of the Clients, the general partner, NextGen and their
respective affiliates (and their respective officers, directors and employees) and premiums for any “key
man” insurance; (viii) indemnification under the partnership agreement; (ix) the managed distribution of
marketable securities; (xii) the liquidation and winding up of the Client; (xiii) annual or other meetings of
the partners and the advisory committee, whether individually or as a group; and (xiv) all other ordinary
operating expenses and non-recurring or extraordinary expenses attributable to the activities and
operations of the Clients, including travel-related expenses (e.g., travel, accommodations, meals and
entertainment).

Item 7. Types of Clients

NextGen provides discretionary investment advice to the Clients. The Clients’ investors are limited to
individuals and entities that meet certain suitability criteria including “accredited investors,” “qualified
clients” and “qualified purchasers.” The Clients are marketed to certain investors including, without
limitation, high-net worth individuals, institutional investors and private limited liability corporations.

An investment in one or more Clients should be based on a prospective investor’s careful analysis of its
overall portfolio and its own objectives and needs in the areas of diversification, liquidity, return on
investment and risk management.

Each Client imposes minimum investor qualification standards and minimum investment requirements.
Investors in the Clients should review the respective Operative Documents for additional information
regarding suitability and the subscription process.