Invision Management Inc

Item 5 – Fees and Compensation

Invision and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio companies of
the Funds and reimbursements from portfolio companies for certain expenses advanced on their
behalf. The Funds are also responsible for bearing certain expenses as detailed below and in each
Fund’s Governing Documents. Differences exist from Fund to Fund, and certain Funds do not
charge certain fees, compensation or expenses that other Funds charge or charge them in different
amounts. The following is a general description of fees, compensation and expenses of the Funds.
Limited partners should refer to the Governing Documents of the applicable Fund for a complete
understanding of how Invision is compensated for its advisory services; the information contained
herein is a summary only and is qualified in its entirety by such documents.

Management Fees

Invision charges each Fund a management fee (the “Management Fee”), generally 2% per annum
of limited partner’s commitments. Specifically, Management Fees are initially charged at 2% of
total commitments for the period of time during which each Fund is making investments; following
the initial investment period, the Management Fee is equal to 2% of multiplied by cost of loans
and investments for all of a Fund’s “active” portfolio companies as of the first day of such fiscal
quarter. For purposes of this calculation, an “active” portfolio company shall be defined as a
company in which the Fund has not written off its investment and which remains an ongoing
concern. In addition, companies valued at zero are considered written off for the purposes of this
calculation.

The amount of Management Fees generally will not correspond with fluctuations in the net asset
value of individual investments, aggregate investments in a portfolio company or of a Fund,
including following the stepdown date, and will not be reduced in connection with any write-
downs, except in the case of investments that have been permanently written off. Permanent write-

down determinations are made in the discretion of the valuation committee in accordance with the
relevant Governing Documents and the Firm’s valuation policy.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a
draw-down on the Fund’s line of credit or offset against a distribution to limited partners. All
Management Fees were negotiated with limited partners during the fundraising period of the
applicable Fund and are not subject to negotiation thereafter. Generally, limited partners
participating in a subsequent closing after the initial closing of a Fund are responsible for paying
the Management Fee as of the date of the initial closing of such Fund, plus interest, as applicable.
In addition, Management Fees are payable during term extensions unless otherwise notified to
limited partners.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of
the Management Fee. Management Fees can differ from one Fund to another as well as among
limited partners in the same Fund. Such differences can arise from the size of a limited partner’s
commitment to a Fund, provisions of side letter agreements or other negotiated terms.

As per the provisions of the Governing Documents, for certain Funds, Invision is permitted to
waive, defer or reduce a portion of the Management Fee payable by a Fund in partial satisfaction
of any obligation of a General Partner and certain employees to invest in and alongside such Fund.
Such waived portions of the Management Fee are treated by the Governing Documents as deemed
capital contributions by the relevant General Partner, which is effectively invested in the relevant
Fund on the General Partner’s behalf and operates to reduce the amount of capital the applicable
General Partner would otherwise be required to contribute to the Fund. Limited partner capital
contributions are generally accelerated due to waived, deferred, or reduced Management Fees
and/or the timing of receipt of fees subject to offsets, and Fund limited partners could thus receive
less than the full benefit of such reductions or offsets (e.g., during periods when Invision no longer
receives Management Fees and receives compensation that would otherwise be subject to offset,
Invision, depending on certain elections made by Fund limited partners, can be entitled to retain
such compensation without remitting any such amounts to the applicable Fund or its investments).

Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a
Fund to entities or persons acting as a placement agent in connection with the offer and sale of
interests in such Fund that exceed a limit as specified in such Fund’s Governing Documents; (ii)
costs incurred by Invision in connection with the organization of a Fund that exceed a limit as
specified in such Fund’s Governing Documents; and (iii) the receipt of closing and application
fees received on behalf of a portfolio company.

Invision generally has discretion over whether to charge Portfolio Fees to a portfolio company
and, if so, the rate, timing, method and/or amount of such compensation, as well as to charge such
amounts at varying levels in a portfolio company’s holding or operating structure. The amount of

such Portfolio Fees is paid by the Funds (directly, or indirectly by the portfolio companies) and
are determined by Invision on a transaction-by-transaction basis, subject to the terms set forth in
each Fund’s Governing Documents. In general, Portfolio Fees are not typically negotiated with
portfolio companies on an arm’s-length basis and such Portfolio Fees could adversely affect a
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Item 7 – Types of Clients

Invision provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (the “Investment Company Act”). The Funds limit their respective limited partners to:
(i) “accredited investors” as defined in the Securities Act of 1933, and (ii) “qualified purchasers”
or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii) if
applicable, “qualified clients,” as defined in the Advisers Act. Investors in the Funds must also
meet certain other suitability qualifications prior to making an investment in a Fund. The
Funds are not registered or required to be registered under the Investment Company Act, are not
made available to the general public, their securities are not registered or required to be registered
under the Securities Act of 1933 and Fund interests are privately placed to qualified investors.
Qualified investors include individuals or entities to which Fund interests are permitted to be sold,
which generally includes (i) in the United States, people or organizations who meet certain net
worth, income and/or financial sophistication requirements as described above or (ii) in other
countries, as permitted by the relevant securities laws in such jurisdiction and in compliance with
any foreign offering provisions applicable to Invision and/or the Funds. The Funds typically
require capital commitments from each limited partner of at least $1 million, depending on the
Fund, although the applicable Fund’s General Partner has, in its sole discretion, accepted lesser
amounts.

The limited partners participating in the Funds include [high net worth individuals, other
investment entities, registered investment advisors, investment managers, foundations, insurance

companies, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations, fund of funds, corporations, limited partnerships, limited liability companies or
other business entities, or other service providers retained by Invision, and typically include,
directly or indirectly, principals or other employees of Invision and its affiliates and members of
their families.