Unterberg Capital LLC

Item 5. Fees and Compensation
The Funds pay a management fee to the Company at an annual rate of two percent (2.0%) of the
capital account balance of each limited partner, which will be calculated and payable quarterly in
advance.

An affiliate of Unterberg serves as the general partner to the Funds and receives an annual
incentive allocation that is equal to 20% of the net capital appreciation, realized and unrealized,
allocated to each limited partner in each Fund for a fiscal year; provided, however, that an
incentive allocation will only be made with respect to the excess of the net capital appreciation
after recovery of any prior years' losses attributable to such limited partner and a hurdle
calculation for limited partners in UTP.

Management fees and performance fees are waived, reduced, or calculated differently with respect
to certain limited partners, including, without limitation, limited partners that are officers,
directors, members, partners, or employees of Unterberg, members of the immediate families of
such persons, and trusts or other entities for their benefit, in each case in Unterberg’s sole
discretion.

The Funds separately incur costs associated with custody, brokerage and trading activities.
Unterberg’s brokerage practices are described further in Item 12. In addition to the fees and costs
discussed above, the Funds are generally responsible for the organizational and operating
expenses described in their governing documents. The types of fees and expenses for the Funds
generally include the following non-exhaustive list: investment expenses related to portfolio
investments or prospective investments (whether or not consummated) including but not limited
to brokerage commissions, clearing and settlement charges, custodial fees, bank service fees and
interest expenses; research-related travel and entertainment expenses; research expenses
(including Bloomberg terminals); legal expenses; professional fees relating to investments
(including, without limitation, expenses of consultants and experts); accounting expenses; audit
and tax preparation expenses; costs of printing and mailing reports and notices; taxes; corporate
licensing; regulatory expenses (including filing fees); organizational expenses; and expenses
incurred in connection with the offering and sale of interests in the Funds.

Please refer to the governing documents for a full description of Fund expenses.

Item 7. Types of Clients
The Company provides discretionary investment advice to the Funds, which are structured as
Delaware limited partnerships.

The Company generally requires a minimum of $500,000 for an investment in the Funds.
However, Unterberg reserves the right to waive this minimum.

Interests in the Funds are not registered under the Securities Act of 1933, as amended, and such
Funds are not registered under the Investment Company Act of 1940. Accordingly, interests in the
Funds are offered and sold exclusively to limited partners satisfying the applicable eligibility and
suitability requirements either in private transactions within the United States or in offshore
transactions.

Unterberg may enter into side letter agreements with one or more limited partners which provide
such limited partners with additional and/or different rights (including, without limitation, with
respect to management fees, the performance allocations, access to information, and liquidity
terms) than such limited partners have pursuant to general terms of a Fund.