Xcellerant Ventures LLC

Item 5. Fees and Compensation

Management Fees

As compensation for investment advisory services provided by Xcellerant to the Private Fund, the
Private Fund pays an annual management fee to Xcellerant. The Management fee is typically
payable by the Private Fund quarterly, in advance, and is deducted directly from the Private Fund’s
assets. With respect to the Registered Fund, Xcellerant receives its management fee for its sub-
advisory services from the Reregistered Fund’s investment adviser.

The specific fee rate, payment terms, and other conditions of a Fund’s management fee are set
forth in the Fund’s Governing Documents and, for the Private Fund, side letters and/or fee
agreements. Management fees will differ from one Fund to another. For the Private Fund,
management fees may also differ among investors in the Private Fund. Upon termination of
Xcellerant’s services to a Fund, appropriate treatment, including, where applicable, returning
prepaid management fees on a prorated basis, will be given to all management fees collected in
advance.

Management Fees with respect to the Private Fund may be reduced in some circumstances in
connection with the receipt by Xcellerant or its related persons of various fees paid by or with
respect to actual or prospective portfolio companies. The Private Fund’s management fee is
generally subject to waiver or reduction by the Private Fund’s general partner or manager in its
sole discretion, including in connection with investments made by Xcellerant or its related persons.
In addition, please see Item 6 below regarding “carried interest” that the Private Fund may pay to
an affiliate of Xcellerant. Certain Private Fund investors negotiate Private Fund terms (including
management fees payable and carried interest terms) through negotiation of side letter agreements.

Other Fees and Expenses

Organizational Expenses. Subject to its Governing Documents, the Private Fund pays or
reimburses Xcellerant or the general partner or manager for the Private Fund’s organizational,
offering and startup expenses. These expenses include legal, travel, accounting, filing, capital
raising and other expenses. The Registered Fund also bears its organizational expenses.

Operating Expenses. Subject to its Governing Documents, each Fund pays (all costs and expenses
related to its operations (“Operating Expenses”). The Operating Expenses paid by a particular
Fund are set forth in the Fund’s Governing Documents (and/or side letters with respect to the
Private Fund), and may include, without limitation, the following fees and expenses:
(i) management fees; (ii) fees, costs and expenses related to the identification, evaluation,
negotiation, acquisition, due diligence, restructuring, closing, holding, monitoring and disposition
of Fund investments (whether or not consummated) and other assets, including, without limitation,
travel expenses, commissions or brokerage fees or similar charges and other similar third-party
expenses in connection therewith, to the extent not borne or reimbursed by a Fund portfolio
company or a potential portfolio company; (iii) expenses related to organizing and maintaining
entities, including holding companies, through or in which Fund investments are be made;
(iv) legal, auditing, consulting, administration, accounting and other professional expenses
(including expenses associated with the preparation of the Fund’s financial statements, tax returns
and other reporting and providing information to investors); (v) indemnification and indemnity
contributions or reimbursement obligations of the Fund as set forth in the Fund’s Governing
Documents; (vi) taxes or government charges; (vii) principal, interest and other fees, charges and
costs associated with permitted borrowing and guarantees; (viii) bank and custodial fees; and
(ix) costs of any investigation or proceeding involving Fund activities as set forth in the Governing
Documents. Please see the applicable Fund’s Governing Documents for additional information.

Although Xcellerant does not generally use broker-dealers for transaction-related services, in the
event that Xcellerant chooses to use a broker-dealer for a Fund, the Fund will incur brokerage and
other transaction costs. For additional information regarding brokerage practices, please see Item
12, below.

Item 7. Types of Clients

Xcellerant currently provides investment advisory services to (i) the Private Fund, subject to the
discretion and control of the Private Fund’s general partner, and (ii) the Registered Fund, subject
to the discretion and oversight of the Registered Fund’s investment adviser and to the discretion
and control of the Registered Fund’s board of trustees.

Conditions for investing in each Fund, including minimum investment amounts and investor
qualification requirements, are stated in the Fund’s Governing Documents.