Wasatch Venture Management LLC

Item 5: Fees and Compensation

The fees applicable to the Funds are set forth in detail in the Offering Documents. A general
summary of the fees and other compensation charged by the Adviser is provided below. The
Adviser, in its sole discretion, may waive or reduce certain fees and compensation described below
as provided in the Offering Documents.

Management Fee

Certain Funds will pay the Adviser a management fee of up to 2% per annum of the value of the
Fund’s capital commitment or invested capital as further described in the Offering Documents.
The Management Fee is accrued annually and paid at the time of a liquidation event (whether from
operations or liquidation of an investment) or at such other frequency as provided in the Offering
Documents. With respect to certain Funds, the Management Fee will be paid monthly or quarterly
rather than accrue annually.

Transaction Fee

Certain Funds will pay the Adviser a transaction fee of up to 4% of a Fund’s capital commitments
upon the final closing of the Fund as further described in the Offering Documents.

Success Fee

With respect to certain Funds, the Adviser or an affiliate of the Adviser will be paid a success fee
(the “Success Fee”) equal to 1% to 2% of the proceeds of a transaction by the Fund as further
described in the Offering Documents. With respect to certain Funds, the Success Fee will be paid
after 100% of initial capital contributions by Fund Investors has been returned to the Fund
Investors.

Non-Dilutive Founders Equity

With respect to certain Funds, the Adviser or its related persons will receive a non-dilutive equity
interest in the Fund (“Non-Dilutive Founders Equity”) which entitles the Adviser or its related
persons up to a 20% interest in distributions (whether from operations or liquidation of an
investment) from the Fund after 100% of capital contributions from Fund Investors has been
returned to the Fund Investors as further described in the Offering Documents. Non-Dilutive
Founders Equity will not dilute the equity interest owned by the Fund Investors.

Dilutive Founders Equity

With respect to certain Funds, the Adviser or its related persons will receive up to a 20% equity
interest in the Fund upon the final closing of the Fund, which has the effect of diluting the equity
interests owned by Fund Investors by 20%, as further described in the Offering Documents.

Other Types of Fees or Expenses

Expenses attributable to and borne by each Fund will be described in the respective Fund’s
Offering Documents. In addition to the fees and compensation paid to the Adviser or its related
persons described above, the Funds will generally bear all fees, costs, expenses, liabilities and
obligations relating to the Fund’s (and its subsidiaries and intermediate entities’) activities,
investments and business, which generally include, but are not limited to, the following:
organizational and start-up expenses, including legal, travel, accounting, filing, printing, capital
raising and other organizational expenses; costs and expenses of the Fund that are not reimbursed
by portfolio companies (which reimbursements may be for travel and any other out-of-pocket
expenses incurred in connection with the structuring, organizing, acquiring, managing,
monitoring, operating, holding, winding up, liquidating, dissolving and/or disposing of such
portfolio company investments, including follow-on investments and re-financings), including
legal, auditing, consulting, financing, accounting, administration and custodian fees and expenses;
expenses associated with the Fund’s financial statements, tax returns, Schedule K-1s and any other
Fund-related reporting or filing obligations; regulatory related fees and expenses (including fees
and expenses related to the preparation and filing of Form PF); expenses incurred in connection
with transactions not consummated; expenses of the annual meetings of the Fund Investors and
any other meeting with any Fund Investors; insurance (including directors and officers insurance);
other expenses associated with the acquisition, holding and disposition of its investments,
including extraordinary expenses (such as litigation, if any); and any taxes, fees or other
governmental charges levied against the Fund.

It is anticipated that the Funds also will bear expenses indirectly to the extent a portfolio company
(or intermediate entity) pays expenses, including expenses of the Adviser and/or its affiliates.
Generally included in the expenses permitted to be borne by a Fund will be the fees, costs,
expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to
procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships
relating to the items listed in the previous paragraph, which generally are expected to be
significant. In certain cases, these or similar expenses (and/or other fees) are expected to be
charged to portfolio companies, capitalized into the cost basis of a transaction or, to the extent
necessary or desirable for operational, administrative, tax or other reasons, charged at the level of

an intermediate holding company between the relevant Fund and the portfolio company. The
Funds are likely bear additional and greater expenses, directly or indirectly, than many other
pooled investment products, such as mutual funds, and there can be no assurance that the benefits
to Fund Investors will be commensurate with such expenses.

Item 7: Types of Clients

The Adviser provides advisory services to the Funds. Any minimum investment amounts for the
Funds are disclosed in the Offering Documents.