Vercap Management LLC

Item 5. Fees and Compensation

VerCap is compensated for its investment advisory services through carried interest distributions or
allocations or other performance-based compensation and/or management or other asset or commitment-
based fees with respect to the Funds in accordance with each Fund’s Governing Documents.

Except as otherwise provided in the Governing Documents of the Funds, each Fund may be responsible for
paying any of the following expenses and may not be entitled to reimbursement: all costs and expenses of
managing and maintaining the operations of the Fund and its investments, insurance, administrative costs,
fees for outside services, audit costs, custodians, outside counsel and accountants, expenses of regulatory
compliance, filings and reporting, investment advisers and money managers, travel expenses, etc. However,
the costs of VerCap’s personnel salaries, office, and overhead of the Firm are generally borne by VerCap.
The foregoing list is not intended to be exhaustive and is qualified in its entirety by the applicable Governing
Documents of the relevant Fund. We may disclose certain information about the amount and nature of Fund
expenses in Fund financial statements and other investor communications. However, Fund investors may not
receive detailed information regarding specific expenses paid by a Fund or its subsidiaries, if any.

In certain circumstances, VerCap expects to share a portion of carried interest allocations and/or management
fees with certain investors of the Funds.

Item 7. Types of Clients

VerCap provides investment advisory services to privately offered pooled investment vehicles. Investors in
a Fund may include high net worth individuals, other investment entities, university endowments, sovereign
wealth funds, family offices, trusts, estates, charitable organizations, other corporations or business entities
and will, on a Fund-by-Fund basis include, directly or indirectly, the employees of VerCap and its affiliates
and members of their families.

In most circumstances, investors must meet certain suitability and net worth qualifications prior to making
an investment in a Fund. Generally, Fund investors must be (i) “accredited investors,” as such term is defined
under Regulation D of the Securities Act of 1933, as amended, and (ii) either “qualified purchasers” or
“knowledgeable employees,” as each term is defined under the Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder.

As of the date of this Brochure, the Funds do not have a minimum investment amount routinely required of
prospective investors. However, VerCap could, in its discretion, elect to impose minimum investment
amounts on a Fund-by-Fund basis.