Rosecliff Venture Management LLC

Item 5. Fees and Compensation

Management Fee

The Funds shall pay the Adviser a management fee (the “Management Fee”) for the investment advice to
be provided hereunder, commencing upon the Initial Contribution Date, and ending upon the expiration of

Rosecliff Venture Management, LLC                                               Form ADV Part 2A Brochure

the term of this Agreement (including any extensions). Payments of the Management Fee shall be calculated
and made quarterly in advance on the Initial Contribution Date. The Management Fee for each of the Funds’
fiscal quarters (or portions thereof), commencing on the Initial Contribution Date to and including the fiscal
quarter in which the Commitment Period terminates, shall be an amount equal to 0.50% (2.0% per annum)
of the sum of the Capital Commitments of all of the Investors as of the first day of each such fiscal quarter
(or portion thereof).

Advisory Fees

The Adviser receives Advisory Fees and Carried Interest (each as defined below) from the Funds. A Fund
and/or its portfolio companies may also from time to time make other payments to the Adviser or its
affiliates for services provided to the portfolio companies which, in certain circumstances, may reduce the
Advisory Fees payable to the Adviser. Additionally, consistent with each Fund’s Offering Documents, the
Funds bear certain out-of-pocket expenses incurred by the Adviser in connection with the services provided
to the Funds. Further details about such fees and expenses are set forth below.

All Investors and potential Investors should review the Offering Documents of each applicable Fund in
conjunction with this brochure for more complete information on the fees and compensation payable with
respect to such Fund.

As compensation for investment supervisory services rendered to the Funds, the Adviser receives an
advisory fee (an “Advisory Fee”) calculated based on the Funds’ committed capital, drawn capital, invested
capital, and/or the cost basis or the fair market value of a Funds’ investments. Advisory Fees may be reduced
during the life of the Funds. Advisory Fees paid by the Funds may also be reduced by other fees or
compensation received by the Adviser or its affiliates that relate to such Funds’ activities and investments,
as described in more detail below. Advisory Fees paid by a Fund are indirectly borne by Investors in such
Funds.

Advisory Fees billed to and received from the Funds are payable quarterly in advance.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established
by the Adviser and are set forth in each Fund’s Offering Documents, which are received by each Investor
prior to investment in a Fund. The Advisory Fees and other fees and distributions described herein are
generally subject to modification, waiver or reduction by the Adviser in its sole discretion. The fee structures
described herein may be modified from time to time.

Expenses

Adviser Expenses

To the extent provided in the Offering Documents of a Fund, the Adviser will pay out of Advisory Fees the
following normal overhead and administrative expenses incurred by the Adviser or its affiliates in connection
with the management of the Fund: (i) salaries and wages of employees of the Fund, its General Partner, the
Adviser and their respective affiliates (other than Carried Interest described in Item 6 below), (ii) travel and
entertainment expenses of the Fund’s General Partner, the Adviser and their respective members, offices
and employees, (iii) rentals payable for space used by the Adviser or the Fund, (iv) expenditures for
equipment by the Adviser or the Fund and (v) costs and expenses related to regulatory compliance (to
include governmental audits and investigations) of the Adviser and the General Partners.

Fund Expenses

Rosecliff Venture Management, LLC                                                Form ADV Part 2A Brochure

In addition to Advisory Fees and carried interest paid to the Adviser or its related persons, the Funds also
incur additional fees and expenses as specified in the applicable Offering Documents of the Funds.
Consistent with the Offering Documents of the Funds, each Fund will bear all costs and expenses incurred
by the Fund, its General Partner, and the Adviser on behalf of the Fund (except for those expenses borne
by the Adviser, as noted above), including, without limitation, all costs and expenses incurred in respect of:
the actual or proposed purchase, holding, storage, custody or sale or exchange or other actual or proposed
disposition of Fund investments, including, but not by way of limitation, reasonable private placement and
finder’s fees in contemplation of an investment by the Fund; real property or personal property taxes on
investments; brokerage fees, commissions and other transaction related compensation and charges arising
out of transactions involving Fund assets; taxes applicable to the Fund on account of its operations; fees
incurred in connection with the maintenance of bank or custodian accounts; legal, audit, and other expenses
incurred in connection with the registration or placement of the Fund’s investments under the Securities
Act of 1933 or other applicable law; expenses incurred pursuant to any regulatory, licensing and
governmental registration of a Fund, as well as filing and other fees made on behalf of the Fund including
state notice filings; and expenses incurred with respect to legal and accounting fees and expenses incurred
in connection with the investigation, purchase or sale or exchange or other disposition of Fund investments
(whether or not such purchase, sale, exchange or other disposition is ultimately consummated). The Funds
will also bear the fees of the independent certified public accountant incurred in connection with the annual
audit of the Fund’s books and the preparation of the Fund’s annual tax return, costs of independent
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Item 7. Types of Clients

The Adviser currently provides investment advisory services to Funds as described in Item 4. Investment
advice is provided directly to the Funds (subject to the direction and control of the General Partners of the
Funds) and not individually to Investors in the Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities
Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act,
and include, among others, high net worth individuals, trusts, estates, charitable organizations, Limited
partners and limited liability companies or other entities. In some cases, the Funds may accept “accredited
investors” who do not meet the definition of “qualified purchasers” including knowledgeable employees
and other individuals.

The Adviser does not currently have a minimum size for the Funds.