UGVP Management LLC

Item 5 – Fees and Compensation

Compensation and Fee Schedules

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

For its advisory, administrative and management functions, the Adviser generally receives
an advisory fee from each of the UGVP Funds equal to a percentage of the commitments to a
UGVP Fund, capital drawn by a UGVP Fund, the total amount of capital committed to the
Investment Funds and/or Direct Investments of a UGVP Fund and/or the cost basis or the
fair market value of a UGVP Fund’s investments. The percentage amount varies with the type
of UGVP Fund and over the life of the UGVP Fund, and where paid, generally ranges from
0.5% to 1.5% annually, as negotiated and determined at the time a UGVP Fund or advisory
arrangement is established. When UGVP is serving in the role of a subadviser to a UGVP
Advisory Fund, UGVP may receive its subadvisory fees from the UGVP Advisory Fund’s
investment adviser or general partner, rather than directly from the UGVP Advisory Fund.
The Advisor reserves the right to structure custom fee schedules for individually negotiated
accounts.

In addition, in most cases, a related person of the Adviser receives performance‐based
compensation, usually in the form of a percentage of the cumulative net profits attributable
to the UGVP Funds or a portion of the investments made by such UGVP Funds (commonly
known as “carried interest”). The carried interest generally ranges from 15% to 20% of a
UGVP Fund’s cumulative net profits attributable to direct investments (i.e., direct
investments in operating companies) and 5% of a UGVP Fund’s cumulative net profits
attributable to investments in venture and private equity investment funds, in each case, if
applicable.

In certain circumstances, fees may be negotiable. Investors and prospective investors in each
UGVP Fund should refer to the Governing Documents of the applicable UGVP Fund for more
complete information on the fees charged by the Adviser.

Investors should note that similar advisory services may (or may not) be available from
other registered investment advisers for similar or lower fees.

Deduction of Fees

The specific manner in which fees are charged by the Adviser is set forth in each UGVP Fund’s
Governing Documents. The Adviser will directly debit fees from the UGVP Funds’ accounts
on a quarterly basis.

Third Party Management Fees

Each Investment Fund or other venture or private equity investment vehicle in which a UGVP
Fund acquires an interest will pay management fees, carried interest, and other expenses to
a management company and/or general partner that is not affiliated with the Adviser. Fees
paid to the Adviser for investment advisory services are separate and distinct from the fees
and expenses charged by the Investment Fund’s independent investment adviser and/or
general partner for that entity’s advisory/management services.

Other Fees and Expenses

In addition to advisory fees and carried interest paid to the Adviser or its related persons
and advisory fees, carried interest and fees paid to third parties in connection with certain
Investment Funds (as discussed in the preceding paragraphs of this Item 5), the UGVP Funds
pay, and ultimately the investors assume responsibility for, other types of fees and expenses
as specified in the applicable Governing Document(s) of each UGVP Fund and this Brochure.
Typically, each UGVP Fund bears all costs and expenses in connection with its operation and
investments (other than the costs and expenses that will be the responsibility of the Adviser,
which are typically salaries and benefits of personnel and the cost of maintaining the
Adviser’s place of business).

UGVP Fund expenses may include, but are not limited to, the following: organizational
expenses (including but not limited to any expenses, legal or otherwise, incurred to form a
UGVP Fund and its general partner(s); draft or amend the Governing Document(s) of the
UGVP Fund and its general partner(s) for the first or any subsequent closes; negotiate the
terms of the UGVP Fund’s Governing Document(s) with prospective investors; and prepare,
draft and negotiate side letters relating to certain investors’ investments in the UGVP Fund);
syndication costs; liquidation expenses; sales or other taxes; fees or government charges
which may be assessed against the UGVP Fund and its general partner(s) and related entities
(including any feeder fund or alternative investment vehicle); commissions or brokerage
fees or similar charges incurred in connection with the purchase or sale of securities; fees
paid to the UGVP Funds’ administrator, banks and custodians (“Service Providers”); all costs
associated with scheduling and holding meetings or conferences with investors; interest
expense for borrowed money; investment related travel costs (often subject to certain
limits); expenses incurred related to litigation and threatened litigation involving the UGVP
Funds and their general partner(s) and related entities (including any feeder fund or
alternative investment vehicle); expenses incurred related to audits of the UGVP Funds and
their general partner(s) and related entities (including any feeder fund or alternative
investment vehicle) conducted by regulatory bodies (including but not limited to the cost of
completing IRS audits and fees incurred for assistance in responding to such audits);
expenses attributable to automated reporting systems and other “back office” support

functions; expenses attributable to normal and extraordinary investment banking and
commercial banking (including but not limited to bank account fees, wire fees, and foreign
exchange fees charged by commercial banks); tax accounting expenses (including but not
limited to expenses incurred to prepare all tax forms, file all tax forms, and prepare tax
...

Item 7 – Types of Clients

The Adviser provides advice to investors in the UGVP Funds. For purposes of this Brochure,
it is the UGVP Funds, and not investors in those Funds that are UGVP’s clients.

Investors in the UGVP Funds may include but are not limited to corporations, endowments,
foundations, fund-of-funds, trusts, estates, individuals and pension and profit‐sharing plans.
Interests in the UGVP Funds are offered exclusively to accredited investors pursuant to
Section 3(c)(1) and/or qualified purchasers pursuant to Section 3(c)(7) of the Investment
Company Act. The UGVP Funds are therefore not required to register as investment
companies under the Investment Company Act in reliance upon certain exemptions available
to funds whose securities are not publicly offered.

The Adviser or its related persons may establish certain UGVP Funds (“Feeder UGVP Funds”)
to address certain legal, regulatory or tax issues of certain investors. Each Feeder UGVP Fund,
if formed, would be a limited partner of a UGVP Fund and interests in such Feeder UGVP
Fund would be held by the investors who elect to participate in the UGVP Fund through such
Feeder UGVP Fund. In addition, the Adviser or its related persons may form other SPVs for
the purpose of facilitating certain investments by one or more UGVP Funds and/or investors.
Generally, unlike certain of the other UGVP Funds, each SPV is established for the limited
purpose of co-investing, on a side-by-side basis with the applicable UGVP Fund, in: (i) an
initial investment in a specific portfolio company (or group of related portfolio companies)
in which a UGVP Fund is investing in for the first time and/or (ii) an initial investment in a
specific pre-existing UGVP Fund Direct Investment (or group of related portfolio companies)
that the applicable UGVP Fund is making a follow-on investment in. Accordingly, once
established, unless otherwise permitted by its Governing Documents, an SPV typically will
not make any additional investments beyond the initial investment described immediately
above. Prospective investors should refer to the Governing Documents of the applicable
UGVP Fund for complete details on any Feeder UGVP Fund established with respect to such
UGVP Fund and such UGVP Fund’s ability to make investments through SPVs.

Minimum Investment Requirements

The Adviser and its related persons require that each investor in a UGVP Fund be an
“accredited investor” as defined in Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”). Accordingly, securities of the UGVP Funds are not restricted
under the Securities Act. Generally, an investor must invest a minimum dollar amount of
$1,000,000 to participate in a UGVP Fund. The general partner of each UGVP Fund may waive
the minimum investment amount.