Nine Thirty Capital Management LLC

Fees and Compensation
Nine Thirty Capital's standard management fee for Client Accounts, if any, is 1.5% of assets under
management per annum. Nine Thirty Capital’s standard fee is generally payable quarterly in
advance and upon deposit of any funds or securities in the account by the client. The first payment
will be based on the opening market value of the account and will be pro-rated to cover the period
from the date the account is opened through the end of that calendar quarter. Thereafter, the fee will
be based on the account value on the last business day of the preceding calendar quarter. The fee
structure is explained and agreed with the clients in advance before any services are rendered. Fees
will generally be deducted directly from the client's custodial account. Nine Thirty Capital's fees
are negotiable, at its discretion.

Nine Thirty Capital receives a management fee from each Private Fund for providing management
services in an annual amount equal to either 1.0% or 1.5% of the aggregate capital commitments of
the investors through the earlier of termination of the Private Fund and the making to the investors
of the final liquidating distribution. Nine Thirty Capital has entered into side letter arrangements
with certain investors in the Private Funds that grant preferential fee terms, including, in some cases,
a waiver of management fees.

Nine Thirty Capital or a related person, earns directors’ fees, management fees, advisory fees,
consulting fees or equivalent compensation from a portfolio company of a Private Fund for the sole
account of Nine Thirty Capital or its related person. For example, a portfolio company pays
compensation for services provided by Nine Thirty Capital’s related person for consulting services
provided to the portfolio company, including, but not limited to (i) the deployment and financing of
the portfolio company’s products, (ii) discussions and negotiations with investment bankers,
placement agents and other advisers in connection with any future equity raise or sale by the
portfolio company, (iii) strategic planning regarding subsidiaries of a portfolio company, (iv)
strategic initiatives of a portfolio company, and (v) such other matters as may from time to time be
agreed upon by a portfolio company and Nine Thirty Capital or its related person. Compensation
for providing such services is paid directly from the portfolio company to Nine Thirty Capital or its
related person and will not be used to offset management or incentive fees paid by the Private Funds
to Nine Thirty Capital.

A portfolio company which may be held by, or that may be recommended to, the Private Funds may
enter into financing or other transactions with Nine Thirty Capital’s related persons. Any fees or
other revenues earned by Nine Thirty Capital or any related person in connection with any such
transaction may be for the sole account of Nine Thirty Capital or a related person. Please refer to
the Other Financial Industry Activities and Affiliations section for further information.

As permitted by each Private Fund’s relevant governing documents, the Private Funds bear all
operational, audit and administration expenses; all expenses incurred with the purchase, proposed
purchase, holding, sale or proposed sale of any investment including, without limitation, all travel-
related expenses and all third-party out-of-pocket costs and expenses of custodians, paying agents,
registrars, counsel, independent accountants, independent representatives and others, unless such
costs or expenses are paid for by the portfolio company; all costs of prosecuting or defending any
legal action for or against the managing member or affiliates; principal of, interest on and fees and
expenses arising out of any and all permitted borrowings made by the Private Fund; the costs of any
litigation, director and officer liability or other insurance and indemnification or expense or liability
relating to the affairs of the Private Fund; all expenses of liquidating the Private Fund; and any
taxes, fees or other governmental charges and all expenses incurred in connection with any tax audit,
investigation, settlement or review of the Private Fund.

Investors should review the confidential offering memorandum of the Private Fund in which they
are invested to fully understand the types of fees and expenses paid for by the relevant Private Fund.
While the Private Funds are generally responsible for the above expense types pursuant to the
relevant governing documents, Nine Thirty Capital, in its sole discretion, may determine not to
allocate them to the Private Funds.

Performance-Based Fees and Side-by-Side Management
Nine Thirty Capital charges the Private Funds a performance fee equal to 20% of cash distributions
in excess of capital contributions, subject to a hurdle rate, if applicable. All terms relating to
performance-based fees are disclosed in each of the Private Fund’s investment management
agreement and governing documents. As noted above, Nine Thirty Capital's fees are negotiable, at
its discretion.

Nine Thirty Capital charges Client Accounts, if any, a performance fee equal to 10% of annual net
appreciation whether such appreciation is realized or unrealized, subject to a loss carry forward. The
performance fee, if any, is paid annually. Similar to management fees, performance- based fees will
generally be deducted directly from each client’s custodial account.

The fact that a significant portion of Nine Thirty Capital’s compensation (and its affiliates’ and
investment professionals’ compensation) could be directly computed on the basis of profits
generated by the investment of client assets may create an incentive for Nine Thirty Capital to make
investments on behalf of its clients that are riskier or more speculative than would be the case in the
absence of such compensation. However, the Firm is committed to fulfilling its fiduciary duty to its
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Types of Clients
Nine Thirty Capital advises Private Funds which invest in select early-stage private equity/venture
capital investments. The minimum investment amount is $500,000; however, the managing member
of the Private Funds, an affiliate of Nine Thirty Capital, has the authority to accept a lesser amount,
in its sole discretion.

The Private Funds have accepted, and may in the future, accept subscriptions from investors who
also provide services to Nine Thirty Capital and its clients. Relationships such as these could be

viewed as creating a conflict of interest. The governing documents for the Private Funds do not
prohibit Nine Thirty Capital from engaging in any business activities with investors who are
investment advisers or individuals that are affiliated with investment advisers. As a result, Nine
Thirty Capital may from time to time place client assets with investment advisers whose personnel
are investors in the Private Funds.

Methods of Analysis, Investment Strategies and Risk of Loss
For its Private Fund clients, Nine Thirty Capital typically invests in early-stage private companies
(i.e., it often engages in a venture capital style of investing). No assurance can be given, however,
that clients will achieve their objective, and investment results may vary substantially over time and
from period to period. All investing involves a risk of loss that clients should be prepared to bear
and the investment strategy of multi-manager investments offered by Nine Thirty Capital could lose
money over short or even long periods.

The summary provided below is a brief overview of market and investment risks and is not intended
to be complete.

   •   Stock Market Risk - There is a chance that stock market declines and related investor
       sentiment could over time impact the performance of the Private Funds.
   •   General Business and Catastrophic Risk - Private Funds will be subject to the risk of loss
       arising from exposure that may be incurred, indirectly, due to the occurrence of various
       events, including hurricanes, earthquakes, and other natural disasters, terrorism and other
       catastrophic events such as a pandemic. These catastrophic risks of loss can be substantial
       and could have a material adverse effect on Nine Thirty Capital’s business as well as the
       Private Funds’ portfolios.
   •   Non-Diversification Risk - The performance of the Private Funds, which invest in one
       portfolio company, will be solely determined by the value of the portfolio company
       investment. These Funds might be subject to more rapid change in value than would be the
       case if the Funds were required to maintain a broad diversification among companies or
       industry groups.
   •   Illiquid Investments - Investors in the Private Funds will be unable to redeem capital until a
       liquidation event, given the illiquid nature of these investments.
   •   Reliance on information that turns out to be wrong - Investments are selected based, in part,
       on information provided by issuers to regulators or made directly available by the issuers or
       other sources. Confirmation of the completeness or accuracy of such information is not
       always attainable, and in some cases, complete and accurate information is not available.
       Incorrect or incomplete information increases risk and may result in losses.
   •   Risk of Liability for Private Investments - Nine Thirty Capital will often designate directors
       to serve on the boards of directors of the Private Funds’ portfolio companies. The
       designation of directors and other measures contemplated could expose the assets of the
       Private Funds to claims by a portfolio company, its security holders, and its creditors. The
       exercise of control over a company imposes additional risks of liability for environmental
       damage, product defects, failure to supervise management, violation of governmental
       regulations and other types of liability which the limited liability characteristic of business
       operations usually ignores. If these liabilities were to occur, a Private Fund could suffer
       losses in its investments. Although such board positions in certain circumstances may be
       important to a Private Funds’ investment strategy and may enhance Nine Thirty Capital’s

    ability to manage investments, they may also have the effect of impairing Nine Thirty
    Capital’s ability to sell the related investments when, and upon the terms, it may otherwise
    desire and may subject Nine Thirty Capital and the applicable Private Funds to claims they
    would not otherwise be subject to as an investor, including claims of breach of duty of
    loyalty, securities claims and other director-related claims. In general, the applicable Private
    Fund will indemnify Nine Thirty Capital from such claims.
•   Nature of Investments - Portfolio companies in which the Private Funds invest are
    confronted with a high degree of financial and operating risk, including risks associated with
    companies with little or no operating history, companies operating at a loss or with
    substantial inter-period variations, companies which incur a high level of debt as a result of
    a leveraged buyout, companies where some members of the management team are
    inexperienced, and companies with a need for substantial contributions to capital to support
    expansion or to achieve or maintain a competitive position. Losses of principal are possible
    on any particular investment.
•   Availability of Investment Capital - Early-stage investments often require several rounds of
    capital infusions before the portfolio company reaches maturity. If a venture capital or
    Private Fund investor does not have funds available to participate in subsequent rounds of
    financing, that shortfall may have a significant negative impact on both the portfolio
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