Venrex Investment Management LLP

Item 5   Fees and Compensation

 We receive the following types of fees for our advisory services:

 We, or one of our affiliates, receive management fees and/or performance-based compensation from the Funds for
 our advisory services, as discussed below. Certain additional fees and expenses also apply, each as described
 below. All fees and expenses, including establishment expenses, operating expenses and the Funds’ management
 fees, shall be increased by VAT to the extent chargeable thereon, and such increase shall be payable by the
 applicable Fund (or, where applicable, accounted for by the relevant Fund under the reverse charge or an equivalent
 mechanism depending on the Fund’s jurisdiction). Although our legal advisory clients are the Funds, Investors
 bear these fees and expenses indirectly through reduced returns (and, in certain structures, fees may be invoiced
 directly to specific Investors, as described below). Please note that we reserve the right to enter into alternative fee
 arrangements with certain Funds and/or with Investors that meet specific minimum size or other characteristics.

  The Main Funds generally follow the fee schedule described below. However, where a Co-Investment Vehicle or
 investment-by-investment structure is established, the applicable fee arrangements may differ and will be disclosed
 separately under this section and set out in the relevant Organizational Documents.

 The following is our fee schedule for the Main Funds:

 Venrex receives management fees from each Fund, generally calculated as a percentage of Investor commitments
 to the applicable Fund and typically charged quarterly in advance. In general, the management fee rates applicable
 to Funds which accept commitments from U.S. Investors who are not “qualified purchasers” (as defined in the U.S.
 Investment Company Act of 1940) start at 2% per annum, plus applicable VAT, and typically step down to 1%-
 1.5% per annum, plus applicable VAT, later in a Fund’s life cycle. Such management fees are described in the
 Organizational Documents for the relevant Fund. Upon any early termination of the Firm’s investment advisory
 services to a Fund, the management fee would be prorated from the termination date through to the end of the
 relevant fee quarter, and any prepaid amount in excess of the prorated fee would be credited to the Fund. Please
 note that the fee basis, rate and timing may vary between Funds and may be reduced or waived for certain Investors,
 as described in the relevant Organizational Documents. Management fees are not billed to the Funds more than six
 months in advance.
 Additionally, a portion of the net profits of the Funds (typically 20% of a Fund’s distributable amounts (plus
 applicable VAT) after the Investors have received back capital and (in certain cases) any other priority return
 amounts, subject to giveback or clawback provisions, in each case as described in the applicable Organizational
 Documents) are allocated to a Venrex-affiliated vehicle as performance-based compensation. Please see Item 6 for
 further information regarding performance-based compensation.

 Management fees and performance-based compensation are accrued and deducted at the level of the relevant Fund
 and reflected in the value and/or allocations of Investors’ interests. Management fees are typically funded from
 Investors’ commitments to the Fund and over the life of the Fund, capital is periodically called from the Investors
 to, among other things, pay such fees. In the case of Co-Investment Vehicles, fees and performance-based
 compensation may be structured, funded and/or invoiced differently, as described below and in the applicable
 Organizational Documents.

 Our and our affiliates’ employees, principals and certain affiliates are generally not charged management fees or
 performance-based compensation in connection with any investment they may make in the Funds. The Firm has
 the discretion to modify its fees on a case-by-case basis. We may offer other strategies with different or
 negotiated fee schedules and other terms, including funds or other investment opportunities that are similar in
 strategy to certain of the Funds.
 Fee arrangements – Co-Investment Vehicles

 Notwithstanding anything to the contrary above, Co-Investment Vehicles may offer participation on an investment-
 by-investment basis, with Investors electing whether to participate in a particular investment and related accounting
 allocations maintained for that investment. Management fees (if any) may be agreed with specific Investors on a
 case-by-case basis pursuant to written arrangements and/or the applicable investment election form. Any such
 management fee may be calculated and charged separately for the relevant Investor, separately invoiced, and

typically payable quarterly in advance. Such management fees will typically be payable in addition to (and not
reduce) the Investor’s capital commitment for the relevant investment participation, in each case as set out in the
applicable Organizational Documents and investment election forms.

Additionally, a portion of the net profits of Co-Investment Vehicles (plus applicable VAT) may be allocated to a
Venrex-affiliated entity as performance-based compensation. For Co-Investment Vehicles, such performance-
based compensation may be calculated and paid on an investment-by-investment basis, and the applicable
percentage may vary by Investor and be determined by reference to the applicable written arrangement and/or
election form, in each case as set out in the applicable Organizational Documents and investment election forms.
Please see Item 6 for further information regarding performance-based compensation.

Other fees and expenses that the Funds may pay in connection with our advisory services:

In addition to the fees outlined above and any brokerage and other transactional costs (as discussed more fully in
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Item 7       Types of Clients

 The Firm exclusively provides investment advisory services to the Funds. For the avoidance of doubt, the Investors
 are not advisory clients of the Firm for purposes of this Brochure.

 Interests in the Funds are offered only to institutional and other sophisticated investors that meet applicable
 eligibility standards (for example, U.S. Investors are required to qualify as “accredited investors” and, in certain
 cases, “qualified purchasers” under U.S. federal securities laws). Investors may include, among others, high net
 worth individuals, limited partnerships, and funds-of-funds, in each case who satisfy applicable regulatory
 qualification standards. Minimum commitment sizes for investments in the Funds are specified in the relevant
 Organizational Documents, and the Firm may, in its discretion, accept commitments below the stated minimums.