Venture Investment Management Co LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your fee
           schedule. Disclose whether the fees are negotiable.

           The Funds offer interests only to certain sophisticated investors and admission in
           the Funds is not open to the general public. Interests are sold only to qualified
           investors who are “accredited investors” under Rule 501 of Regulation D of the
           Securities Act of 1933, as amended, and “qualified purchasers” as such term is
           defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.
           Each Fund’s offering documents contain a detailed description of the applicable
           Fund’s fee schedule.
Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how often
           you bill clients or deduct your fees.

           VIA deducts fees from Fund assets. If applicable, each Fund will generally pay
           its General Partner a quarterly management fee in advance for management and
           administrative purposes, which may occur only in certain years during the term of
           each Fund.

           It is critical that investors refer to the relevant Fund’s offering documents for
           a complete understanding of how VIA is compensated for its advisory
           services. The information contained in this Item 5 is a summary only and is
           qualified in its entirety by the relevant Fund’s offering documents.
Item 5.C   Describe any other types of fees or expenses clients may pay in connection with
           your advisory services, such as custodian fees or mutual fund expenses. Disclose
           that clients will incur brokerage and other transaction costs, and direct clients to
           the section(s) of your brochure that discuss brokerage.

           Generally each Fund will bear all legal, auditing and financial fees, and any
           extraordinary Fund expenses. In addition, each Fund will generally bear all costs
           and expenses (including legal fees) incident to the organization of that Fund and
           the relevant General Partner, up to a maximum as described in the relevant Fund’s
           offering documents.

           There are no other fees or expenses charged than those itemized in Items 5.B and
           5.C. All charges are contractual arrangements described in each Fund’s offering
           documents and as such do not offer an investor of each Fund the opportunity to
           withdraw prior to the Fund’s termination.
Item 5.D   If your clients either may or must pay your fees in advance, disclose this fact.
           Explain how a client may obtain a refund of a pre-paid fee if the advisory contract
           is terminated before the end of the billing period. Explain how you will determine
           the amount of the refund.

           As described in Item 5.B above, investors in the Funds generally pay Management
           Fees in advance. The General Partner of each Fund does not provide refunds of
           the Management Fee.
Item 5.E   If you or any of your supervised persons accepts compensation for the sale of
           securities or other investment products, including asset-based sales charges or
           service fees from the sale of mutual funds, disclose this fact and respond to

             Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.

             Not applicable
Item 5.E.1   Explain that this practice presents a conflict of interest and gives you or your
             supervised persons an incentive to recommend investment products based on the
             compensation received, rather than on a client’s needs. Describe generally how
             you address conflicts that arise, including your procedures for disclosing the
             conflicts to clients. If you primarily recommend mutual funds, disclose whether
             you will recommend “no-load” funds.

             Not applicable
Item 5.E.2   Explain that clients have the option to purchase investment products that you
             recommend through other brokers or agents that are not affiliated with you.

             Not applicable
Item 5.E.3   If more than 50% of your revenue from Funds results from commissions and other
             compensation for the sale of investment products you recommend to your clients,
             including asset-based distribution fees from the sale of mutual funds, disclose that
             commissions provide your primary or, if applicable, your exclusive compensation.

             Not applicable
Item 5.E.4   If you charge Management Fees in addition to commissions or markups, disclose
             whether you reduce your Management Fees to offset the commissions or markups.

             Not applicable

ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or maintaining
an account, such as a minimum account size, disclose the requirements.

VIA’s clients are the Funds, which are private investment vehicles.

Refer to each Fund’s specific offering documents for detail regarding minimum capital commitment
allowed by its investors. Generally, minimum capital requirements may be waived for certain investors in
the sole discretion of the relevant Fund’s General Partner.