VIEX Capital Advisors LLC

Item 5 - Fees and Compensation

Our fees and compensation are described in the advisory contracts we enter into with our clients.
All of our current clients and investors in the Funds are “qualified purchasers” (as defined in
Section 2(a)(51) of the Investment Company Act of 1940.

We generally deduct our management fees quarterly in advance. Management fees are not
refundable if the advisory contract is cancelled prior to the end of a payment period. Generally,
we receive performance-based compensation from the Funds either on an annual basis in arrears
or upon the distribution of capital. We also may receive performance-based compensation on a
withdrawal by a Fund investor.

VIEX CAPITAL ADVISORS, LLC Form ADV: Part 2A                                                    Page 5

The Funds generally bear all of their respective organizational expenses and offering expenses, as
well as their respective operating expenses including, but not limited to: fees, costs and expenses
associated with financing, sourcing, acquiring, holding, hedging, and disposing of investments or
proposed investments (including, without limitation, custodial fees, brokerage fees, commissions
(see Item 12 “Brokerage Practices” below), consulting services, due diligence, and investment-
related travel expenses, as well as fees, expenses, interest payments, and principal payments due
to legal, financial, accounting, consulting, or other advisors, or lenders, investment banks, and
other financing sources in connection with the financing, sourcing, acquiring, holding, hedging
and disposing of investments; entity-level taxes, fees, or other governmental charges; the costs of
insurance (including, without limitation, directors and officers insurance, if any); expenses
incurred in the collection of monies owed; legal, auditing, consulting, research, and accounting
fees and expenses (including, without limitation, expenses associated with the preparation of
financial statements, tax returns, and Schedules K-1, if any, expenses associated with market and
data services); extraordinary expenses (including, without limitation, litigation-related and
indemnification expenses, including indemnification obligations); the costs of reporting to
investors; reasonable expenses of meetings of investors, as applicable; and “broken-deal” or
failed transaction expenses.

We bear all of our own operating costs and the ordinary administrative and overhead expenses of
managing the Funds, including, without limitation, employee compensation and benefits, office
rent, utilities, equipment, furniture, fixtures, secretarial/administrative services, stationery,
entertainment expenses, and employee insurance and payroll taxes incurred by us and the General
Partners.

Stride Capital Group LP (the “Seed Investor”), an investor that made a substantial seed
investment in Series One (directly or indirectly through one or more of its affiliates) conducts a
preponderance of our middle- and back-office services. The Seed Investor shares in a portion of
the management fees and performance compensation that we and Series GP receive from Series
One and Series Two, but is not paid any additional form of compensation for the aforementioned
services.

To the extent we incur any expenses for the benefit of multiple clients, we generally will allocate
such expenses in a reasonable manner among such clients.

We also allocate a portion of clients’ capital to money market funds or exchange-traded funds
that are managed by other managers. In addition to the fees and expenses discussed above, a
client will indirectly bear the fees and expenses of such money market funds or exchange traded
funds, as these funds pay similar fees to their investment managers and other service providers.

Item 7 - Types of Clients

Investors in the Funds are generally high net worth individuals and institutional investors that
qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as
amended) and “qualified purchasers.” The minimum investment in a Fund is generally
$3,000,000. However, the applicable General Partner may, in its discretion, accept lesser
amounts. We would determine the minimum investment for other clients, including any
separately managed accounts, on a case-by-case basis.