Rand Capital Management LLC

Item 5: Fees and Compensation

The scope and level of Management Fees varies across each Client and is specifically set forth in
applicable Governing Documents. We have no set fee schedules and may waive or reduce Management
Fees at our discretion.

Private Funds
Investors in the Private Funds are subject to the fees and expenses summarized below.

Management Fees

As compensation for the advisory services provided to the Funds, RCM receives a management fee from
each Fund, payable quarterly in advance, as described in each Private Fund’s respective Governing
Documents. RCM may waive (and has waived, for RCM affiliates and other investors) the management
fee, in whole or in part.

Other Expenses
In addition to the management fee, each investor bears its allocable share of expenses associated with
the operations of the Fund. These expenses include, among others:

    •   Organizational expenses subject to certain thresholds and offsets as outlined in each Fund’s
        documents.
    •   Other operating expenses including, without limitation, brokerage and transaction fees; expenses
        related to the sourcing, evaluation, purchasing, holding, monitoring and sale of investments;
        expenses related to, or incurred in connection with any proposed investment which is not
        consummated including any broken deal expenses; expenses of maintaining the Fund’s books and
        accounts, including fees of any separate accountants retained for the Fund; Fund administration
        fees; custody fees; audit fees; legal fees (including, without limitation, litigation fees of the Fund);
        compliance fees and expenses; registration and licensing fees; taxes (including withholding and
        transfer taxes); governmental fees; tax preparation fees; expenses of preparing and distributing

        investor reports and other communications with investors and the public; expenses for ongoing
        investor support including, but not limited to, visits and meetings individually or as a group; costs
        associated with preparing and delivering market materials (regardless of medium); fees or dues
        in connection with membership in, attendance at events of, and publications of trade and industry
        associations or similar organizations; professional fees of consultants incurred in connection with
        the operations of the Fund; insurance costs; costs of Fund borrowing facilities, including
        origination and interest expense; any and all extraordinary expenses, and other costs and
        expenses related to the operation of the Fund.

BDC
Investors in the BDC are subject to the fees and expenses summarized below.

Management Fees

As compensation for the advisory services provided to the BDC, pursuant to an investment management
agreement, the BDC pays RCM, a base management fee and incentive fee as described in Item 6. More
information on the fees paid to RCM is available in the BDC’s annual report on Form 10-K, quarterly
reports on Form 10-Q, and other documents publicly filed with the SEC.

Administration Fees

RCM has entered into an Administrative Agreement with the BDC. Under the terms of the Administration
Agreement, RCM agreed to perform (or oversee, or arrange for, the performance of) the administrative
services necessary for the BDC’s operations. The BDC will reimburse RCM for the costs and expenses
incurred by RCM in performing its administrative obligations and providing personnel and facilities.

Other Expenses

Information pertaining to other expenses in which the BDC may incur is available in the BDC’s annual
report on Form 10-K, quarterly reports on Form 10-Q, and other documents publicly filed with the SEC.

Private Funds and BDC:

Transaction Fees / Portfolio Company Fees

Any fees received from portfolio companies are retained by either the Clients, RCM or an affiliate of RCM.
Such fees currently received are closing and monitoring fees, but in the future may include fees such as
origination, amendment, restructuring, prepayment, break up and director fees.

We may receive and retain compensation from related loan obligors (i.e., each borrower or guarantor of
a loan) or otherwise receive fees or compensation in connection with such loans. Such fees and
compensation that may be retained by us are set-forth in the Governing Documents but generally could
include, but is not limited to, commitment, origination, prepayment penalties, structuring, diligence,
monitoring and consulting fees or other fees received from portfolio companies in connection with such
loans (“Transaction Fees”). RCM’s receipt of fees for services with respect to loans that could be offered
to or acquired by the Private Funds represents a conflict of interest to the extent that we have an
economic incentive to underwrite and originate, and recommend or cause the Funds to invest in, such
loans.

Interval Fund

RCM receives fees for services provided to the Interval Fund based on the current net assets of the Fund,
as outlined in the Fund’s governing documents. All investors should refer to the Fund’s prospectus for
additional information regarding fees associated with different Fund share classes as well as the expenses
associated with an investment in each.

Asset-based Management Fee Calculations

Asset-based management fees may be calculated on a gross basis, which can create conflicts of interests
when we control the timing and amount of leverage, if any, used by a Client, since the use of leverage
would provide additional capital to such Client, enabling such Client to make additional investments and
thus increase the base against which Management Fees are calculated. This opportunity to earn higher
fees could give us an incentive to allocate investment opportunities based on a Client’s use of leverage.
We seek to mitigate this conflict through our allocation policy.

Co-Investors

Private Funds
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Item 7: Types of Clients

RCM currently provides investment advice to a publicly traded business development company (BDC),
Private Funds and an Interval Fund.