University Ventures Funds Management LLC

Item 5. Fees and Compensation
       A.      Fees

University Ventures generally receives a management fee (“Management Fee”) and performance-
based compensation, “carried interest” (“Performance Allocation”) from each Fund (together, the

“Fees”). Management Fees and the Performance Allocation relating to each Fund are set forth in its
respective Offering Documents. Management Fees for the Funds vary up to 2% of the cost basis of
the Fund’s investments plus its unfunded commitments.

The Performance Allocation varies by the terms of each Fund’s Offering Documents and are
generally up to 20%. University Ventures reserves the right to negotiate, waive, reduce, rebate, or
calculate differently, its Fees with respect to any Client and any Fund investor. To the extent
University Ventures offers advisory services to managed accounts in the future, it will do so
pursuant to negotiated fees with each Client, as documented int the Client’s investment management
agreement.

       B.      Billing

University Ventures generally deducts the Management Fee directly from a Fund’s account held at
a qualified custodian in advance, on, or promptly after the first day of each quarter and, where
applicable, will realize a Performance Allocation as set forth in the Fund’s Offering Documents.
Management Fees paid in advance shall be refunded if an investor redeems its interest prior to the
end of the quarter in which the Management Fee was paid. Such a refund shall be computed on a
pro-rata basis for such partial period.

       C.      Additional Expenses

Clients generally bear expenses, including, but not limited to:

   •   out-of-pocket expenses incurred in connection with the making, holding, sale, or proposed
       sale of any investment, including any expenses (including travel and entertainment)
       associated with proposed investments that are ultimately not made by the Fund;

   •   expenses of the Fund including legal, auditing, consulting and financing fees, insurance, and
       expenses associated with the Fund’s financial statements and tax returns, and other
       administrative expenses of the Fund; and

   •   litigation-related and indemnification expenses.

Certain Funds may also bear expenses indirectly to the extent a portfolio company pays expenses.

Certain expense reimbursements are payable to University Ventures or its affiliates. The nature of
these expense reimbursements is disclosed to investors in the Offering Documents. Additionally,
portfolio companies typically will reimburse the University Ventures (or service providers retained
at its discretion) for expenses (including, without limitation, expenses related to training programs,
meetings and other events (to the extent that such programs, meetings, or events are attended by
portfolio company personnel), certain entertainment expenses (to the extent that such expenses are
attributable to portfolio company usage), travel expenses, and expenses relating to recruiting,
relocation, and background checks for portfolio company positions) incurred by University
Ventures (or such service providers) in connection with their performance of services for such
portfolio company, but will offset any consulting fees (and other cash and non-cash compensation)

incurred. These expense reimbursements are in addition to University Ventures’ Management Fees
and Performance Allocation (if applicable).

University Ventures may also engage and retain senior or special advisors, advisors, consultants
and other similar professionals who may be listed on the website or other collateral materials but
are independent industry executives and not employees or affiliates of University Ventures and who
receive payments from the Clients and/or from, or allocations with respect to, portfolio companies
and/or other entities. In such circumstances, such fees or other compensation earned by such persons
will be retained by them and will not be deemed to be earned by University Ventures. Such amounts
will not be subject to any offset or sharing arrangements.

In certain circumstances, certain investors may be permitted to co-invest in portfolio companies
alongside the applicable Fund. If a co-invest vehicle is formed, such entity will bear expenses related
to its formation and operation. If a transaction in which a co-investment was planned, including a
transaction for which a co-investment was believed necessary in order to consummate such
transaction, ultimately is not consummated, broken deal expenses relating to such unconsummated
transaction may be borne entirely by the Fund, and not by any prospective co-investors that were to
have participated in such transaction. However, to the extent that such co-investors have already
invested in a co-investment or other vehicle in connection with such transaction, such vehicle
generally bears its share of broken deal expenses.

At times, University Ventures and/or a Fund’s general partner will engage a third-party placement
agent to distribute a Fund’s interests to investors in exchange for a placement fee with respect to
such investors’ subscriptions to the Fund. Under certain placement agent arrangements, the Fund
is responsible for paying such placement fee to the placement agent. Certain Funds’ Offering
Documents also provide that this placement fee will offset, on a dollar-for-dollar basis, the
Management Fees paid by the relevant Fund to University Ventures. For a more detailed discussion
of placement agents for the Funds, please see Item 14 – Client Referrals and Other Compensation.

University Ventures may have the right to contract for and receive transaction fees, break-up fees,
directors’ fees, and other fees from any portfolio company or person in connection with the activities
of the Funds, provided that the management fee shall be reduced (but not below zero) for such
persons’ receipt of: (i) directors’ fees or advisory fees; (ii) transaction fees; (iii) break-up fees; or
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Item 7. Types of Clients
As described in Item 4, University Ventures currently provides investment advisory services to
privately offered pooled investment funds including partnerships or other pooled investment
vehicles formed under domestic or non-U.S. laws and operated as investment pools that are
excluded from the definition of an investment company under the Investment Company Act of 1940,
as amended (the “Company Act”). In the future, University Ventures may also advise institutional
managed account Clients. At this time, it is not anticipated that University Ventures will provide
advice to advisory clients that are “retail investors” as defined by Rule 204-5(d)(2) under the
Investment Advisers Act of 1940, as amended (“Advisers Act”). Fund investors generally include
institutional investors and other sophisticated investors. Please note that investors in Funds are not
Clients of University Ventures by virtue of their investment in a Fund. Each Fund’s Offering
Documents impose a minimum contribution for investment, which varies from Fund to Fund, and
is subject to University Ventures’ sole discretion to accept contributions in lesser amounts.
University Ventures may waive the minimum investment or contribution with respect to any Client
in its sole discretion.

Interests in the Funds are currently offered on a private placement basis, and where applicable, in
reliance on Section 3(c)(7) of the Company Act, to persons who generally are “accredited investors”
as defined under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified
purchasers” as defined under the Company Act, and who are subject to certain other conditions,
which are fully set forth in the Offering Documents of such Funds. Interests in, or shares of, non-
U.S. Funds are generally offered to persons who are not “U.S. Persons,” as defined under Regulation
S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of
tax-exempt U.S. Persons) on a private placement basis, and who are subject to certain other
conditions, which are fully set forth in the Offering Documents of such Funds.

In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified
client” as defined by Section 205 of the Advisers Act, and Rule 205-3 thereunder.