Upfront Ventures Management LLC

Item 5: Fees and Compensation

In consideration of Upfront Ventures’ investment advisory and other services, Upfront Ventures
generally receives a management fee and a carried interest from each of the Funds. Additionally,
consistent with each Fund’s Governing Documents, the Funds bear certain out-of-pocket expenses
incurred by the Firm in connection with the services provided to the Funds and/or their portfolio
companies.
Generally, the Funds pay Upfront Ventures a management fee equal to a percentage of the total
Investor capital commitments of such Fund which is paid quarterly in advance (the “Management
Fee”). Management Fees may also be based on a Fund’s invested capital or aggregate acquisition cost
of Fund investments. The Management Fee percentage and/or the base upon which the fee is
calculated may vary over the life of the Fund, as negotiated and determined at the time the Fund is
established and as set forth in its Governing Documents. The percentage of the Management Fee is
generally between 0-2.0% annually. It is often reduced upon the occurrence of certain events that are
fully described in the Governing Documents of each Fund (“Post-Commitment Period”).
Management Fees and carried interest distributions generally are not negotiable and are set out in each
Fund’s Governing Documents, which are received by each Investor prior to their commitment to a
Fund. As permitted by the Governing Documents, Upfront Ventures has the right to exempt or
reduce certain Funds or co-investment vehicles from payment of Management Fees and/or carried
interest, including any “affiliates fund” or “scout fund” for certain individuals, advisors or influencers
that may provide strategic value or benefit to the Funds through access to deal flow, strategic insights
or other services.
Affiliates of Upfront Ventures, as the General Partners of the Funds, typically receive certain
allocations and distributions calculated and charged based on a share of capital gains on or capital
appreciation of the assets of such Fund, as negotiated and determined at the time such Fund is
established and as set forth in its Governing Documents. These allocations and distributions are
commonly known as “carried interest.” Upfront Ventures’ affiliates generally do not receive carried
interest until all Investors have received aggregate distributions equal to the sum of their capital
contributions to the Fund.
Management Fees are typically funded with capital contributions drawn for such purpose but may also
be funded with or withheld from proceeds from investments. Carried interest distributions generally
will be distributed to Upfront Ventures’ affiliates from time to time upon the disposition of
investments by a Fund and are distributed to such affiliate in accordance with the terms of the
applicable Governing Documents.
Unless it is specifically provided otherwise in the applicable Governing Documents, the Management
Fee is reduced by one hundred percent (100%) of any net transaction fees received from any portfolio
company held by a Fund and organizational expense incurred above the organizational expense cap
specified in the applicable Governing Documents.
Upfront Ventures and its affiliates generally pay all of their own operating and overhead costs and
expenses, including salaries, bonus and benefits, rent, entertainment, office furniture, fixtures and
computer equipment, any third-party placement agent fees and/or out-of-pocket expenses incurred

by third party placement agents in respect of the Funds. In addition to any Management Fees payable
to Upfront Ventures, the Funds are responsible for certain charges imposed by third parties and
affiliates (“Fund Expenses”). The Firm pays such Fund Expenses on behalf of the Funds and is
reimbursed by the Funds on a quarterly basis.
Fund Expenses may include (but are not limited to): (a) the organizational expenses (out of pocket
expenses incurred in connection with the set-up of the relevant Fund, General Partner and offering
but excluding any third-party placement agent fees), (b) the costs and expenses incurred in connection
with maintaining the organizational existence of the Fund, (c) the fees and expenses of third-party
fund administrators, third-party investor portals, custodians, outside counsel, consultants, accountants
(including, without limitation, audit, tax compliance and certification fees) and other similar outside
advisors, including, without limitation, the investment bankers or other appraisers referred to in the
applicable Governing Documents, (d) the costs and expenses incurred in pursuing the consummation
of any transaction (regardless of whether such transaction is subsequently consummated), (e) the costs
and expenses incurred in holding, managing or selling investments, including record-keeping expenses,
(f) the costs and expenses of reporting to Investors (including Investors in any additional funds or
other similar vehicles having terms substantially similar to that of a given Fund (a “Parallel Fund(s)”),
and the group of Investor representatives tasked with specific responsibilities pursuant to the
Governing Documents (the “Advisory Board”) (including annual report production costs, annual
Investor meetings, Advisory Board meetings, or other ad-hoc Investor meetings), (g) any taxes, fees
or other governmental charges levied against the Funds, (h) any Parallel Funds or on its income or
assets or in connection with its business or operations (other than any such taxes, fees or charges
levied in respect of or otherwise in connection with any specific Investors(s)), (i) all other costs and
expenses of the Fund, any Parallel Fund or the General Partner in connection with the applicable
Governing Documents (such as costs of insurance, costs of litigation, or other matters that are the
subject of indemnification or contribution and/or corresponding provisions in the Parallel Fund
...

Item 7: Types of Clients

Currently, Upfront Ventures provides investment advisory services solely with respect to
affiliated private pooled investment vehicles and co-investment vehicles, its sole advisory clients.
Investors in the Funds must abide by the terms of their respective Fund’s Governing Documents,
including executing a limited partnership agreement, subscription agreement and/or other
appropriate instruments, pursuant to which they agree to be bound by the terms and provisions
thereof. Upfront Ventures may in the future provide investment advisory services to additional
funds, including, but not limited to, other private investment 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, banks, fund-of-
funds, pension and profit-sharing plans, trusts, estates, charitable organizations, university
endowments, corporations, limited partnerships 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.