TVV Advisers LLC

Item 5: Fees & Compensation

TVV is the manager of the Tri Valley Ventures I, L.P. and Tri Valley Ventures II, L.P. (the “Funds”). TVV
charges the Funds a fee based on the investors’ capital commitments (“Management Fee”). Management
Fees shall be (x) payable quarterly in advance, on the first day of each fiscal quarter of the Fund; (y) pro-
ADV Part 2A – Firm Brochure                        Page 4                                          TVV Advisers, LLC

rated on a daily basis for short fiscal periods; and (z) additionally pro-rated on a daily basis (payable
immediately) at any time that there is an increase in the aggregate capital commitments of the investors.
The annual Management Fee rate initially shall be 2.5% of the capital commitment of each investor for
TVV Fund II and 3% of the capital commitment of each investor for TVV Fund I. Commencing with the
first complete fiscal year following the end of the Investment Period, the Management Fee rate shall be
reduced by 0.5% points per year for Fund I and .25% for Fund II but shall not in any event be reduced to
less than 1.5% of the capital commitment of each investor.

In addition to the Management Fee, Fund investments are also subject to the following costs and expenses
associated with the formation, operation, dissolution, winding-up, or termination of the Fund: (i) all out-
of-pocket expenses associated with the organization of the General Partner or the Fund or the
syndication of interests therein up to the cap specified in the Funds’ governing documents, after which
the Management Fee will be reduced by the excess (with such reduction to be applied in ratable
portions against the Management Fee payable over the four years following the date(s) on which such
excess expenses are incurred) ; (ii) legal, accounting, audit, custodial and other professional fees as well
as consulting fees relating to services rendered to the Fund that could not reasonably have been rendered
by the General Partner or its members and other out-of-pocket expenses incurred by the General Partner
in investigating, evaluating or monitoring investment opportunities; (iii) banking, brokerage, broken
deal, registration, qualification, finders, depositary and similar fees or commissions; (iv) transfer, capital
and other taxes, duties and costs incurred in acquiring, holding, selling or otherwise disposing of
Partnership assets; (v) insurance premiums, indemnifications, costs of litigation and other extraordinary
expenses; (vi) costs of financial statements and other reports to investors as well as costs of all
governmental returns, reports and other filings; (vii) costs of meetings of the investors and (to the extent
provided in Section 5.14(e)), meetings of the Advisory Committee, if any (including the reasonable travel
and other out-of-pocket costs incurred by the General Partner and the Advisory Committee members in
attending such meetings); (viii) interest expenses; (ix) amounts paid to or for the benefit of portfolio
investments other than as capital contributions thereto or in exchange for Securities issued thereby; (x)
the Management Fee; (xi) advertising and public notice costs; (xii) costs and expenses incurred by the
Tax Matters Partner in its capacity as such; and (xiii) any other expenses not listed in the preceding
clauses (i) through (xii) that are not normal operating expenses of the General Partner. Fees are generally
debited directly from the fund account and transferred to the appropriate Firm account.

Item 7: Types of Clients & Account Requirements

TVV’s clients consist of the Funds which are exempt from the requirement to register as an investment
ADV Part 2A – Firm Brochure                          Page 5                                           TVV Advisers, LLC

company under Section 3(c)(1) or 3(c)(7) of the Investment Company Act. Limited Partners in the Funds
consist primarily of endowments, foundations, family offices, and employees or affiliates of TVV. The
minimum amount for an initial investment in the Funds ranges from USD $100,00 to $250,000. The
minimum investment amounts may be waived in TVV’s sole discretion.

ADV Part 2A – Firm Brochure                     Page 6                                     TVV Advisers, LLC

                              Item 8: Investment Strategies & Risk of Loss

Investment Strategy

TVV’s deep network within tri-valley region has provided unique insight into the tremendous growth
opportunity in the local area. Increasingly, companies are choosing to locate within the Tri-Valley due to
its talent base, innovative community, attractive location, and relative cost. TVV intends to provide a
diversified exposure to the technology, life sciences and hardware industries within the region including
primarily early-stage private companies. and other securities.

Risk of Loss

Investing in securities is inherently risky. The investment opportunities recommended by TVV are
suitable only for experienced and sophisticated investors who can bear the economic risk of loss of their
investment and who have limited need for liquidity in their investment. There can be no assurance that
investors will achieve their investment objectives. Fund investors should read the Offering Documents
fully for more complete information on the investment strategies employed and the corresponding risks
associated with such investment strategies before investing.

Description of Material, Significant or Unusual Risks

The following is a summary of some of the material risks associated with the strategy expected to account
for a significant portion of the Funds’ investments. This summary does not attempt to describe all of the
risks associated with TVV’s strategies. Investing in securities involves the risk of loss that investors
should be prepared to bear.

Risk Inherent in Venture Capital and Early-Stage Investments: A purchase of securities of a Fund
represents a highly speculative investment, and the types of investments that the Funds anticipate
making involve a high degree of risk of loss. In general, financial and operating risks confronting portfolio
companies can be significant. While targeted returns should reflect the perceived level of risk in any
investment situation, there can be no assurance that a Fund will be adequately compensated for risks
taken. A loss of the investor’s entire investment is possible. The timing of profit realization is highly
uncertain. Losses are likely to occur early in a Fund’s life, while successes often require a long maturation.
Early stage and development stage companies often experience unexpected problems in the areas of
product development, manufacturing, marketing, financing, and general management, which, in some
cases, cannot be adequately solved. In addition, such companies may require substantial amounts of
financing, which may not be available through institutional private placements or the public markets.
The percentage of companies that survive and prosper can be small.

Investment in Companies Dependent upon New Product Development and Technologies: The
Funds focus their investing on technology and related companies in the technology industries. The value

ADV Part 2A – Firm Brochure                         Page 7                                         TVV Advisers, LLC

of Fund securities may be susceptible to factors affecting this industry and to greater risk and market
fluctuation than an investment in a fund that invests in a broader range of securities. The specific risks
faced by such companies include:
    • Rapidly changing science, technologies and consumer adoption;
    • Products or technologies that may quickly become obsolete;
    • Competitive environment in recruitment of management, technical, research and marketing
        personnel with appropriate training;
    • Changes in legal and regulatory restrictions; and
    • The possibility of lawsuits related to patents and intellectual property.

Changing Economic Conditions: The success of a Fund’s investment strategy could be significantly
impacted by changing external economic conditions in the United States and global economies. The
stability and sustainability of growth in global economies may be impacted by terrorism or acts of war.
Changing economic conditions could potentially adversely impact the valuation of portfolio holdings.

No Assurance of Returns: There can be no assurance that an investor will receive distributions from a
Fund in an amount equal to or in excess of its investment in the Fund. The timing of profit realization, if
any, is highly uncertain.

Reliance on The General Partner: The General Partner of a Fund will have sole discretion over the
investment of the assets committed to the Fund as well as the ultimate realization of any profits. As such,
the pool of assets in a Fund represents a blind pool of funds. Investors will be relying on the General
Partner to conduct the business as contemplated by the Offering Documents. There can be no assurance
that the principals of the General Partner will be able to duplicate prior levels of success.

Competitive Marketplace: The marketplace for venture capital investing has become increasingly
competitive. Involvement by financial intermediaries has increased, substantial amounts of funds have
been dedicated to making investments in the private sector and the competition for investment
opportunities is at very high levels. Some of the Funds’ potential competitors may have more relevant
...