Rho Acceleration LLC

Item 5                 Fees and Compensation

Management Fees paid by our Funds to RA or an RA affiliate may differ from Fund to Fund, but
typically are an amount equal to 2% of each Fund investor’s capital commitment. This
Management Fee is paid during each Fund’s investment period or for a specified period of
years. After the investment period or a specific period of years, each Fund typically pays a
Management Fee based on each Fund investor’s pro rata share of 2% of the cost basis of
portfolio securities then held by the Fund, less the cost basis of portfolio securities written off
by the Fund.

Management Fees are typically payable quarterly in advance and are deducted from each Fund.
If a Fund’s term is extended beyond its original term, RA may elect to reduce the Management
Fee during any extension period.

Performance-based fees (“Performance Fees”) paid by our Funds generally are paid to RA or an
RA affiliate when distributions are made to the investors and are referred to as a “Carried
Interest Percentage.” The Carried Interest Percentage for our Funds typically equals 20% of the
Fund’s cumulative net profits following the return of all capital contributions and payment of a
preferred return, but is subject to certain conditions and may be greater or less than 20%. The
Carried Interest Percentage and the timing of its distribution may vary from Fund to Fund and is
described more fully in each Fund’s organizational agreement. Each Fund’s organizational
agreement typically contains one or more “clawback” provisions providing the Fund the
opportunity to recoup Performance Fee distributions that exceed the applicable Carried
Interest Percentage. The mechanics of the clawback may vary from Fund to Fund and are more
fully described in each Fund’s organizational agreement. We have in the past, and may in the
future, establish “affiliate” funds consisting of capital from employees of RA or friends and
family of RA employees. Investments by employees, friends and family in any Fund or through
any affiliate funds would have reduced or, in some cases, no Management Fees and/or
Performance Fees.

In addition to Management Fees and Performance Fees, each Fund pays and, as a result, Fund
investors bear, other types of fees and expenses as specified in the applicable organizational
documents. Typically, a Fund is responsible for all costs and expenses in connection with its
operation and investments (other than the costs and expenses that will be the responsibility of
RA, which are typically salaries and benefits of our personnel and the cost of maintaining RA’s
place of business). These costs and expenses may include, but are not limited to, (i) Fund
organization and related costs; (ii) legal, accounting, audit, custodial, consulting and other
professional fees; (iii) banking, brokerage, broken-deal, registration, qualification, finders,
depositary and similar fees or commissions; (iv) transfer, capital and other taxes, duties and

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costs incurred in acquiring, holding, selling or otherwise disposing of Fund assets, as well as out-
of-pocket travel expenses incurred by the General Partner or its affiliates in investigating,
evaluating or monitoring investments or investment opportunities; (v) insurance premiums,
indemnifications, costs of litigation and other extraordinary expenses; (vi) costs of financial
statements and other reports to Partners as well as costs of governmental returns, reports and
other filings; (vii) costs of meetings of the partners or advisory committees of the Fund; and
(viii) costs and expenses associated with preparing Fund tax returns, making tax elections and
determinations, and similar activities. To the extent possible, third-party legal expenses
incurred in connection with consummated transactions are borne by the respective portfolio
companies of the Funds. Typically the terms of our Funds provide that any fees paid to
placement agents will reduce the amount of management fees paid by the Funds over a period
of time, such that the cost will ultimately be borne by the management company. Funds incur
brokerage and other transaction costs. Brokerage is described in more detail below in response
to Item 12.

Management Fees are pro-rated for partial payment periods (based on the number of days in
the partial period relative to the number of days in the total period). Where Management Fees
are paid in advance with respect to a Fund, the terms of such Funds typically do not
contemplate repayments of fees to the extent that RA’s services terminate prior to the end of
the relevant payment period. The Management Fees and/or Performance Fees may be waived
or reduced at the discretion of RA for certain limited partners, including with respect to RA
employees.

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Item 7                 Types of Clients

RA provides investment advice to the Funds, which are pooled investment vehicles. The Funds
are not registered or required to be registered under the Investment Company Act of 1940 and
the offering of interests in the Funds is exempt from registration under the Securities Act of
1933.

Some of our Funds may invest in portfolio companies in parallel with one another based on the
aggregate capital commitments made to each Fund or pre-set allocation percentages at the
time the Funds were established.

Some of our Funds may be specifically formed to make co-investments alongside other of our
Funds to the extent the size of an applicable investment opportunity is larger than the amount
of capital such other Fund is able to invest.

Most of the capital invested in the Funds is attributable to U.S. and non-U.S. institutional
investors, including private pension plans, funds-of-funds and family offices.

Each Fund generally has a specified minimum investment as stated in its offering document
(e.g., $1 million). RA or an RA affiliate may permit investment of a lesser amount with respect
to any investor, including with respect to RA employees.

The Funds have entered into “side letters” or similar agreements with certain limited partners
pursuant to which a Fund’s general partner grants to such limited partners specific rights,
benefits or privileges that are not available to limited partners generally, including access to co-
investment opportunities and preferential economic terms.

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