Velocis Management LLC

Item 5 – Fees and Compensation

Velocis or its affiliated General Partner entities receive fees from the Funds in connection
with the Adviser’s investment management services. The Adviser, through the affiliated
General Partner entity for each Fund, has the right and ability to modify the fees paid by their
respective limited partnerships. Fees are negotiable on a case-by-case basis. Additionally,
consistent with the operative documents of a Fund, the Fund typically bears certain out-of-
pocket expenses incurred by Velocis in connection with the services provided to the Fund
and/or the portfolio investments. Further details about certain fees and expenses are set
forth in more detail below:
Management Fee
For the Advisers’ services to the Funds, each Fund will pay a management fee (“Management
Fee”) to the Adviser with respect to each Limited Partner. The management fees vary by
Fund as described in the governing documents for each fund. Management fees range from
.50% to 1.50%, per annum of the aggregate amount of capital commitments of such Limited
Partner, depending on the Fund vehicle. For each fiscal quarter beginning upon or after the
expiration of the investment period, the Management Fee payable with respect to each
Limited Partner will be 1/4 the annual % amount per quarter of such Limited Partner’s
funded capital commitments in respect of portfolio investments then held by the Fund (as
determined by the General Partner in its reasonable discretion), other than any portfolio
investments that have been written off (which will be reflected in the Fund’s year-end audited
financial statements).

Item 7 – Types of Clients

As detailed in Item 4, Velocis, through affiliated General Partners, provides investment
advisory services on a discretionary basis to privately offered pooled investment vehicles
organized as limited partnerships. Investment advice is provided directly to the Funds and
not individually to investors in such Funds. Investors in the limited partnerships must be
accredited investors within the meaning of Regulation D under the Securities Act and, for
certain limited partnerships, qualified clients or qualified purchasers within the meaning of
the 1940 Act. Investors include, among others, high net worth individuals, banks, thrift
institutions, public and private pension and profit-sharing plans, trusts, estates, charitable
organizations, university endowments, corporations, limited partnerships and limited
liability companies or other entities. Generally, there is no minimum commitment to the
limited partnership.