Venture Capital Fund of America III Inc

Item 5        Fees and Compensation

  A. Fees.

  1. Management Fees. Pursuant to the Governing Documents of each Secondary Fund, VCFA
  Group receives an annual management fee that is based on the capital committed to each
  Secondary Fund. After a period of time, usually five years, the management fee is reduced over
  time subject to a minimum management fee established by the Governing Documents.
  2. Performance Fees. In addition, each Secondary Fund customarily permits VCFA Group to
  receive performance-based fees based on the profits from private equity investments of the
  Secondary Fund after the Fund’s investors have recovered their invested capital. Typically, the
  performance fee is allocated to the special allocation account of the Secondary Fund’s general
  partner.

  B. Other Fees and Expenses. VCFA Group’s fees are exclusive of other direct costs and
  expenses incurred by the Secondary Funds, which include unreimbursed expenses of
  transactions that have substantially progressed but do not close, taxes, if any, assessed against
  the Funds and fees of custodians, consultants, independent accountants, and counsel. In
  addition, the underlying LP Interests that each Secondary Fund invest in bear management,
  performance, administrative, professional and other fees and expenses.

  C. Prepayment of Fees. VCFA Group is authorized under the Governing Documents to charge
  and deduct fees directly from each Secondary Fund. Fees are generally payable quarterly in
  advance. VCFA Group’s services may be terminated by any Secondary Fund under limited
  circumstances only, through prior written notice as specified in the Fund’s Governing
  Documents. Upon termination, any prepaid, unearned fees will be refunded, and any earned,
  unpaid fees will be due.

  D. Transaction-Based Compensation. VCFA Group may be authorized under the Governing
  Documents to receive commitment, structuring, monitoring, and other transaction fees.
  However, VCFA Group may offset all or a portion of such fees against management fees
  payable by the applicable Secondary Fund, pursuant to the Fund’s Governing Documents.

Item 7     Types of Clients

A. Investors in Secondary Funds. Investors in the Secondary Funds must be qualified to invest
under standards and regulations under the federal securities laws that pertain to the private offering
and operation of private funds that pay performance fees and that are exempt from SEC registration
as investment companies. The minimum investor commitment to invest in a Secondary Fund is
specified in the Governing Documents and may range between $150,000 and $5,000,000, with
certain exceptions as determined by VCFA Group. Investors include pension and retirement funds,
insurance companies, institutions, endowments, foundations, trusts, estates, family offices and high
net worth individual investors. Interests in the Secondary Funds are offered exclusively to
investors satisfying the applicable eligibility and suitability requirements either in private
placement transactions within the United States or in offshore transactions, pursuant to the
Governing Documents of each Secondary Fund.

B. Feeder Funds. VCFA Group may establish fund vehicles for qualified investors (“Feeder
Funds”) to address organizational efficiencies, tax or regulatory requirements which Feeder Funds,
in turn invest in a “Master” Secondary Fund. In addition, VCFA Group may form special purpose
vehicles to facilitate particular investments by one or more Secondary Funds and/or investors.

Important Note: No offer to sell the Secondary Funds is made by this Brochure. The Funds
are offered to qualified investors only through authorized agents, offering documents, and the
governing documents of each Secondary Fund.