Invictus Growth Management LLC

Item 5 - Fees and Compensation
Invictus’s clients generally compensate Invictus and or its affiliates through a management fee (“Management
Fee”) and an incentive-based allocation (“Carried Interest”). Please refer to the applicable offering documents
and investment management agreements for the Funds and each client for a complete discussion of fees paid
by investors related to each such vehicles.
Management Fee
Investors in the Fund offered by Invictus typically pay a Management Fee that is calculated in advance on a
quarterly basis on the first day of each calendar quarter (January 1, April 1, July 1, and October 1 collectively the
“Fee Date”). Unless negotiated otherwise, the Management Fee for each Fee Date shall be an amount equal to
the aggregate Capital Commitments of all Limited Partners as of the first day of each such quarter

multiplied by 0.5% (i.e., 2% annually). The management fee percentage may be reduced based upon the ratio of
the number of days in each such period bears to ninety (90). The management fee percentage is separately
negotiated between Invictus and each client. The Management Fee Percentage for each period commencing on
or after the termination of the Investment Period, shall be 0.25% (i.e., 1.0% annually) or as otherwise provided
for in the offering documents.
From time to time, the Adviser may elect to waive all or a portion of its management fees otherwise payable
with respect to certain investments or investors. In such cases, the waived management fees may be
contributed to the applicable Fund and applied toward the Adviser’s or its affiliate’s general partner
commitment, as permitted by the Fund’s governing documents. Any such waiver and contribution will be
determined in the sole discretion of the Adviser and disclosed to investors as appropriate.
The Management Fee is subject to certain fee offsets which include but are not limited to: any cash or other
compensation paid as directors’, consulting, management services, advisory, consultant, transaction,
commitment, breakup or broken deal fees or similar fees paid to Invictus or its affiliates, as applicable. Such
fee offsets do not include payments made to any entrepreneur-in-residence or venture partner, or any
member of the Invictus Guild. Notwithstanding, any compensation received by Invictus, while acting as
General Partner to a Fund or to Invictus’s members, in connection with the Merger & Acquisition advisory
business run by Invictus or its affiliates shall not reduce the management fee.
The Management Fee is also offset by an amount equal to any private placement or finder’s fees, or other similar
fees paid by Invictus during the immediately preceding quarterly period in connection with the formation and
organization of the Fund or the sale of limited Funds interests in Invictus. Non-cash compensation in the form of
options, warrants, or other similar rights received by Invictus or its affiliates shall be valued upon the earliest to
occur of (i) the distribution of any Securities of the Portfolio Company issuing such non-cash compensation, (ii)
the exercise of such options, warrants, or other similar rights, and (iii) the date of dissolution of the Fund. Offset
amounts that exceed any Management Fee applicable in a quarter, the excess amount will offset against subsequent
quarterly Management Fees.
Each such offset is subject to certain restrictions and additional considerations as laid out in the offering
documents of each applicable fund.
Carried Interest
Invictus also earns performance-based compensation that includes a proportion of profits earned over the
Accounting Period that is transferred from investor capital accounts to Invictus by and through its affiliated
General Partner. This performance-based fee is often referred to as carried interest and is calculated on an
investor-by-investor basis for each client and generally ranges from 0% to 20% of the net appreciation in each
investor’s capital account subject to a loss carryforward, and preferred return. These fees may be negotiable.
Payment of Fees
The Management Fee is required to be paid to Invictus even if the Funds experience net losses in a particular
year or over the life of the Funds. Investors typically pay a Management Fee that is calculated in advance on a
quarterly basis on the first day of each calendar quarter based on the aggregate capital commitments as of the
first day of each quarter multiplied by the management fee percentage.
Each investor’s capital contributions will be payable when called by the General Partner to meet anticipated
Fund expenses and liabilities and to make investments. Each investor’s capital contribution shall be due upon
10 business days’ written notice. The General Partner’s capital commitment will be made in cash, at the same
time and in the same proportion as other Partners’ contributions are made.

SPV Considerations: The SPVs are typically operated on a no management fee, no carry basis for Limited
Partners of our discretionary funds. Investors in SPVs who are not Limited Partners of our discretionary funds
pay fees ranging from 1% to 2% and carried interest ranging from 10% to 20%. However, the LPs of each SPV
vehicle are responsible on a pro rata basis for the expenses associated with investment operations.
Expenses
The Funds are responsible for all reasonable and documented costs and expenses that are incurred by or arise
out of the operation and activities of the Funds, as determined by Invictus in good faith, including, but not
limited to: costs and expenses incurred in the investigation, sourcing, holding, purchase, sale, monitoring or
exchange of Securities (whether or not ultimately consummated), including, but not limited to, private placement
fees, finder’s fees, interest on and fees and expenses arising out of borrowed money, real property or personal
property taxes on investments, including documentary, recording, stamp and transfer taxes, brokerage fees or
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Item 7- Types of Clients
Invictus advises pooled investment vehicles in the form of private funds that maintain exemption from
registration under Sections 3(c)(1) and 3(c)(7) of the U.S. Investment Company Act of 1940. Investors in the
Funds are typically U.S. Investors that “qualified purchaser” under Rule 205-32 of the Advisers Act and
“accredited investors” within the meaning of Regulation D of the Securities Act of 1933. Invictus requires each
investor to represent that it is an accredited investor prior to being accepted into any Funds being offered.
Clients include the Invictus Growth Fund I, L.P., a Fund designed to invest in growth equity and buyout
investments.