Worth Venture Partners LLC

Item 5        Fees and Compensation

ADVISORY FEES AND BILLING PROCEDURES

WVP will be paid an asset-based management fee (the “Management Fee”) by each Client
ranging between 0.0% and 2.0% per annum, paid monthly or quarterly. The exact amount and
frequency of payment for each Series is set forth in the Supplement to the Memorandum for that
Series (each a “Supplement”). For Managed Accounts, the amount and frequency of payment
depends on the strategy employed, and is set forth in their agreements with WVP.

WVP will generally pay a portion of its Management Fee to any Underlying Managers for the
relevant Client pursuant to the managed account agreement entered into between WVP and the
Underlying Manager. However, in certain cases, including where a WVP Fund invests in an
underlying pooled vehicle, fees may be charged at more than one level. To the extent that any
Client invests in a WVP Fund, WVP will be paid a management fee at one level only.

Series also pay the Managing Member a performance fee or allocation ranging between 0% and
20% as set forth in the relevant Supplement and discussed further in Item 6. In addition,
Underlying Managers may receive a performance fee or allocation based on the Investment
Vehicle or assets they manage for a Client. The amount of any such performance fee or allocation
is set forth in the relevant Supplement or otherwise disclosed to a Client as agreed in the
relevant investment management agreement between WVP and such Client. While no current
Managed Account pays performance fees, future separate account Clients may be subject to such
fees.

Prospective Clients and WVP Fund investors should carefully read the relevant agreements and
offering documents for the details of fees they will pay.

OTHER FEES AND EXPENSES

Each Fund is responsible for all ongoing costs and expenses associated with its administration
and operations, as detailed in its offering documents. Managed Accounts are responsible for
costs and expenses associated with their trading activities to the extent provided in the relevant
managed account agreement. The Managing Member and/or WVP are generally reimbursed for
the expenses that they bear on a Client’s behalf. Fees and expenses allocable to more than one
Client shall be allocated among those Clients in an equitable manner as determined by the
Managing Member in its sole discretion.

TERMINATION AND REFUND POLICY

Client investment management agreements generally have indefinite terms or are automatically
renewed for successive one-year periods, typically subject to (i) immediate termination for
cause or (ii) termination upon thirty to ninety days' prior written notice to the other party.

In the event of termination of a member’s interest in the WVP Fund or the WVP Private
Fund, fees will be assessed in accordance with the relevant Fund’s Operating Agreement. If
any Client terminates its agreement with WVP, fees will be assessed pursuant to the relevant

agreement, and a refund of any fees paid in advance will be made pro-rated based on the date
of termination relative to the billing period end.

OTHER COMPENSATION

WVP also receives compensation from providing investment consulting and business creation
services to one investment advisor that is not competing with WVP.

Item 7         Types of Clients

As described in Item 4, WVP manages the Funds and Managed Accounts and may have other
types of clients in the future.

WVP requires a minimum of $5 million for a Managed Account. The minimum initial capital
contribution for investors in the Funds is $1,000,000.00, except for Insurance Fund I and for the
Sapir Venture Partners II Series of the WVP Private Fund, for each of which the minimum is
$500,000. WVP reserves the right to accept managed accounts and Fund subscriptions for lesser
amounts.