Vedanta Management LP

FEES AND COMPENSATION

       In general, the Management Company receives a management fee (a “Management Fee”)
and the Advisers receive a carried interest in connection with the provision of advisory services
provided to the Funds. Subject to the relevant Fund’s Governing Documents, in general, if the
Advisers or other Vedanta entities or affiliates receive additional compensation in connection with
management and other services performed for portfolio companies of the Funds, such additional
compensation will typically offset in whole or in part any applicable Management Fees otherwise
payable to the Management Company. Investors in each Fund also bear certain Fund expenses.
The summary of fees and compensation below is a general overview of the fees and compensation
and is subject to the more detailed provisions of the Governing Documents. Investors should
review the relevant Fund’s Governing Documents for details regarding the fee structures
summarized below.

Management Fees

       With respect to the Direct Funds, the Management Company typically receives an annual
Management Fee of 2.0% to 2.5% on capital commitments during the Direct Fund’s active
investment period. When a Direct Fund’s active investment period ends, the Management Fee is
permitted, if negotiated, to be reduced so that it is charged on capital contributions, rather than
commitments.

       For the Unleveraged Fund of Funds, the Management Company generally receives an
annual Management Fee of 1.0% to 1.25% on capital commitments for the term specified in the
Governing Documents. After such time, the Management Fee is permitted, if negotiated, to be
reduced, declining possibly each year by 10% from the prior year’s Management Fee but typically
not below 0.5%.

        For the Leveraged Fund of Funds, the Management Company received an annual
Management Fee of 1.0% on 125% of capital committed (including debt) to private equity funds
during the Leveraged Fund of Fund’s active investment period and, depending on the particular
fund, the fee has a senior and subordinated component. As of December 31, 2022, as is typical of
investment vehicles nearing the end of their term, the Leveraged Fund of Funds Management Fee
was reduced.

       Other Management Fee Information

       The Advisers are permitted to elect, with respect to their Funds, to waive all or a portion
of the Management Fee and/or carried interest which has the potential to correspond with, among
other things, a reduction in the applicable Adviser’s capital contribution obligation and/or a
corresponding increased interest in Fund profits.

        If a Fund of Funds invests in another Fund of Funds vehicle managed by the Advisers, the
Advisers typically waive fees with respect to one of the Adviser-managed Funds of Funds vehicles
so that investors in such Fund of Funds are not charged two layers of fees at the Funds of Funds
level by the Advisers (although investors in Fund of Funds are still subject to fees charged by
underlying portfolio funds, including Direct Funds in addition to the fees charged by the Fund of
Funds).

        In addition, a Fund’s Management Fee generally will be reduced by a percentage of certain
fees earned by Vedanta or its personnel, such as financial consulting fees, advisory fees,
transaction fees and breakup fees (other than directors’ fees) paid to Vedanta with respect to a
Fund investment or any Fund transaction not completed, directors’ fees earned by Vedanta
personnel with respect to a Fund investment or employment compensation received by any partner,
officer, director or employee of Vedanta from a portfolio company, subject to the terms set forth
in the Governing Documents. The Advisers and/or their affiliates generally have discretion over
whether to charge transaction fees to a portfolio company and, if so, the fee rate or amount. The
receipt of transaction fees is expected to give rise to conflicts of interest between the Funds, on the
one hand, and the Advisers and/or its affiliates on the other hand. The receipt of such fees will not
reduce the Management Fee payable by any Fund(s) that have also invested in such investment,
and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable
portion on a “fully diluted” basis of any such fee. As a result, a Fund will not benefit from (and
the Advisers and their affiliates are expected to retain) the portion of any fee related to, among
other items: (i) General Partner, affiliated partner or similar fee-free investor commitments; or (ii)
co-investors or potential co-investors (which could include co-investment vehicles managed by
the Advisers, service providers, third parties, current or former portfolio company management or
personnel, sellers or members of management that have rolled their interest or reinvested proceeds
in the portfolio company and/or other owners), which have the potential to be significant. The
Advisers’ ability to retain such amounts provides it with an incentive to increase the portion of
each relevant investment held by such persons.

         Portfolio company-related fees may include amounts prepaid in anticipation of future
services or otherwise accelerated, which will be offset against the applicable Management Fee to
the extent set forth in the Governing Documents. Although such prepaid or accelerated fees
generally will be based on the anticipated level and duration of services that the Adviser believes
at the time of such prepayment or acceleration are likely to be provided to the portfolio company,
over time, they have the potential to differ from the amount that is ultimately incurred with respect
to services ultimately provided to such portfolio company.

         The Management Fee typically commences as of the initial closing date, regardless of when
a limited partner is actually admitted. Management Fees on Direct Funds and Unleveraged Funds
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TYPES OF CLIENTS

        The Advisers provide investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to the Advisers’ related duties to and practices on behalf
of their clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
Future clients may include funds or separate accounts. The investors participating in the Funds or
any future funds or separate accounts generally include, without limitation, U.S. and non-U.S. high
net worth individuals, family offices, banks or thrift institutions, other investment entities,
university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans,
trusts, estates or charitable organizations or other corporations or business entities and often
include, directly or indirectly, principals or other personnel of Vedanta and its affiliates and
members of their families, or other Service Providers retained by Vedanta or a Fund, as well as
executives of portfolio companies.

       The Funds generally have a minimum investment amount of $1 million for third-party
investors, and interests in the Funds are offered and sold solely to qualified purchasers (or qualified
knowledgeable Vedanta personnel) and/or accredited investors. The Advisers generally are
permitted to waive such minimum investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The Management Company provides day-to-day investment advisory services to the Fund,
subject to the supervision of a Fund’s General Partner. Each Fund’s General Partner retains
ultimate decision-making authority for the Funds. The Advisers generally advise two types of
funds: Direct Funds, which invest directly in portfolio companies, and Funds of Funds, which
invest in private equity-related funds. Below is a summary of the Advisers’ general investment
strategy with respect to Direct Funds and Funds of Funds. Such strategies may vary amongst Funds
within the categories described below. Investors should refer to a Fund’s Governing Documents
for investment strategies employed specifically for that Fund.

       There can be no assurance that the Advisers will achieve the investment objectives of each
Fund and a loss of investment is possible.

Investment and Operating Strategy

Direct Funds Strategy

        The Direct Funds’ investments are not limited to one industry sector or a specific
investment style. When investing the Direct Funds, the Advisers intend to seek out a wide range
of high-quality opportunities, subject to the Governing Documents. The Advisers expect that a
majority of a Direct Fund’s investments will be in the form of venture capital (including seed,
early, expansion and late stage) and growth equity, but a Direct Fund is also permitted to make
traditional private equity investments, including small buyouts, recapitalizations, spinouts, PIPEs,
funds of funds, special purpose vehicles, SAFEs and other special situation investments within the
scope of its investment activities.

        The Direct Funds typically build a portfolio of investments in high growth companies. The
Advisers’ goal is to invest in potential industry leaders, but at values that the Advisers believe are
appropriate for the risks incurred. The Advisers make direct investments opportunistically, which
historically have been primarily in venture across various stages (e.g., seed, early, expansion and
late stage), typically in the United States, but also include international investments, with a focus
on India and its subcontinent.

Funds of Funds Strategy

        Unleveraged Fund of Funds Evaluation and Selection. Based on knowledge gathered from
investing in private equity partnerships, the Advisers have compiled a target list of funds in which
they wish to invest and proactively seek access to those funds in which they have not already
invested, typically groups making venture and some growth equity investments primarily in the
U.S., but may be outside the U.S. as well. The Unleveraged Fund of Funds portfolio typically
includes portfolio funds on such list but such list is not exclusive. Each Unleveraged Fund of Funds
is subject to specific investment guidelines in its Governing Documents.

        Leveraged Fund of Funds Evaluation and Selection. The Leveraged Fund of Funds
typically targets not only venture and growth equity but buyout, special situation and other private
equity-related groups and will invest globally.

       Ongoing Unleveraged and Leveraged Fund of Funds. Additionally, the Advisers monitor
the progress of other funds through the Advisers’ broad private equity activities and evaluate new

funds for potential inclusion in the target list. If the Advisers determine that a fund’s potential to
achieve a strong risk-adjusted return would make it a worthwhile addition to a Fund of Funds’
portfolio, the Advisers will commit to invest, subject to final negotiation of investment terms.

       •       Post-Investment Monitoring. Once a commitment is made, the Advisers remain
               actively involved in monitoring a portfolio fund’s activity. This may include
               periodic contact with the fund’s general partners (or managers) to learn about new
               investments or to understand how the existing portfolio holdings are progressing.
               Adviser personnel also are permitted to serve on fund advisory boards or valuation
               committees, which typically meet on a quarterly, semi-annual or annual basis, and
               may attend annual meetings as an Adviser determines necessary or appropriate.

       •       Distribution Management. The process of successful investment does not end until
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