Valeas Capital Partners Management LP

FEES AND COMPENSATION

        In general, Valeas receives a management fee (“Management Fee”) and a carried interest
from the Funds in connection with the provision of advisory services to them. Valeas or other
Valeas entities or affiliates receive additional compensation in connection with management and
other services performed for portfolio investments of the Funds and such additional compensation
will offset in whole or in part the management fees otherwise payable to Valeas to the extent
provided by the Governing Documents. Investors in a Fund also bear certain expenses.

       Management Fees

        All investors and prospective investors should review the Partnership Agreement of the
applicable Fund in conjunction with this Brochure for complete information on the fees and
compensation payable with respect to the Funds. The Funds are expected to pay Valeas on a
quarterly basis in advance on January 1, April 1, July 1 and October 1, a Management Fee equal
to 2.0% on an annual basis of aggregate investor capital commitments (“Commitments”).
Commencing with the first Management Fee due date after the expiration of the Investment Period
or earlier upon the occurrence of certain events as set forth in the Governing Documents and
through the final distribution of the Fund’s assets, the Management Fee will equal 2% of the
aggregate unrecouped bridge financing and investment contributions made (or payable to the
applicable Fund pursuant to capital call notices then issued or to be issued to repay indebtedness
incurred by such Fund and used to fund an investment) with respect to investments, less the
aggregate amount of investment contributions with respect to the portion of each investment that
has been disposed of or permanently written down, in each case with respect to Partners not
designated as “affiliated partners” and subject to other limitations as further described in the
applicable Governing Documents.

       As is typically the case in private equity funds, Management Fees will be calculated and
charged on a basis that generally is not based on a Fund’s then-current net asset value. Subject to
the Governing Documents, from the effective date of the relevant Fund until a date specified in
the Governing Documents (the “Stepdown Date”), Management Fees generally will be calculated
based on a percentage of a Fund’s aggregate Commitments. After the Stepdown Date,
Management Fees generally will be calculated based on a formula tied to the amount of investment
contributions and the amount of any capitalized Transaction Fees (as defined below) or expenses,
including costs of Operating Partners made by the relevant Fund.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
the relevant Governing Documents do not require Management Fees to be reduced or refunded
following the occurrence of a decrease (including a significant decrease) in fair value, except in
the case of investments that were realized or disposed of at a valuation below the investment
contributions or otherwise permanently written down (such investments, “Impaired Value

Investments”). Due to differences in the criteria set forth in their respective Governing
Documents, in the event where more than one Fund participates in an investment, there is the
possibility that an investment will become an Impaired Value Investment for purposes of one
Fund’s Governing Documents but not those of one or more other Funds. For the avoidance of
doubt, if the fair market value of the Impaired Value Investment is less than the total amount of
investment contributions relating to such Impaired Value Investment, then the amount of
Management Fees otherwise payable relating to such investment will be reduced solely based on
the ratio of the fair market value of each relevant remaining investment(s) as compared against the
amount of total investment contributions relating to such investment.

       As a result, and as is generally the case for private equity funds, the amount of Management
Fees typically will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the relevant investment period, and will not be reduced in
connection with any decrease (including a significant decrease) in fair value, except in the case of
Impaired Value Investments.

         The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

        The Management Fee will be reduced by an amount equal to 100% of Transaction Fees (as
subsequently defined) attributable to Partners not designated as “affiliated partners” by the General
Partners. “Transaction Fees” include: (i) closing fees, commitment fees, monitoring fees,
financial consulting fees, advisory fees, directors’ fees and other similar fees paid to the General
Partners with respect to any Fund investment; (ii) transaction fees paid to the General Partners
with respect to any Fund investment; and (iii) break-up fees and litigation proceeds with respect
to Fund transactions not consummated that are paid to the General Partners, in each case net of
certain expenses (including those described below) as set forth in each Fund’s Partnership
Agreement; but not including, in any event, any amount received by the General Partners, the
Operating Partners or other person from an investment, prospective investment or other person
...

TYPES OF CLIENTS

        Valeas provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Valeas’ related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds and future Valeas-sponsored investment
funds will generally include investment partnerships or other investment entities formed under
domestic or foreign laws and operated as exempt investment pools under the Investment Company
Act of 1940, as amended. The investors participating in a Fund are generally expected to include
individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and often include, directly or
indirectly, principals or other personnel of Valeas and its affiliates and members of their families,

Operating Partners or other Service Providers retained by Valeas or a Fund, as well as executives
of portfolio investments.

       The General Partner also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit certain investors to participate in one or more particular
investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative
investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles
independent of limitations or other procedures set forth in the organizational documents of such
vehicles and the Governing Documents related to the relevant Funds.

        The Funds have a minimum investment amount of $10 million for third-party investors,
and the Fund interests are offered and sold solely to accredited investors that are also qualified
clients and qualified purchasers (or qualified knowledgeable Valeas personnel). Valeas generally
is permitted to waive such minimum investment amount.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Valeas’ investment strategy is centered around its differentiated approach to mid-market
value creation as an experienced, authentic, and preferred partner with management teams. Valeas
plans to use its attractive deal pipeline with its focus on proprietary or advantaged deal flow to
create compelling return opportunities. Valeas’ goal is to create a right-sized fund with responsible
terms and shared goals to enhance the likelihood of success for the Funds and their limited partners.

       The Funds will utilize a concentrated, long-term approach to their investments that will
enable strong partnerships and add value for their portfolio investments.

        There can be no assurance that Valeas will achieve the investment objectives of any Fund
and a loss of investment is possible.

Investment and Operating Strategy

       Investment Criteria

       When considering potential investment opportunities, Valeas will typically rely on the
following investment criteria: team first; large, high growth addressable markets; attractive
business models with growth bias; opportunities to institutionalize business.

       Target Sectors

       Valeas seeks to make investments that fall into one of the following sectors: (1) financial
services, (2) data and technology, and (3) healthcare.

       Risks of Investment and Conflicts of Interest

         Valeas’ Funds and their investors bear the risk of loss that Valeas’ investment strategy
entails. The risks involved with Valeas’ investment strategy and an investment in a Fund include,

but are not limited to, the following risks. Additional risks and conflicts of interest specific to a
particular Fund or strategy are further described in their respective private placement memoranda.

        Business Risks. A Fund’s investment portfolio is expected to consist of securities issued
by privately held companies and other investments, and operating results in a specified period will
be difficult to predict. Such investments involve a high degree of business and financial risk that
can result in substantial losses.

         Concentration of Investments; Lack of Diversification. A Fund will participate in a
limited number of investments and may seek to make several investments in one industry or one
industry segment, certain regions or sectors, or within a short period of time. As a result, a Fund’s
investment portfolio could become highly concentrated, and the performance of a few holdings or
of a particular industry or sector may substantially affect its aggregate return. Furthermore, to the
extent that the capital raised is less than the targeted amount or a Fund requires an extended period
of time to raise such capital commitments, a Fund may invest in fewer portfolio investments and/or
decline certain investment opportunities if there is insufficient capital available, and thus be less
diversified. If a Fund co-invests with another investment fund or investment vehicle (including
any vehicle managed by Valeas), a limited partner invested in such other investment vehicle would
have exposure to a single investment through more than one fund, potentially increasing such
limited partner’s losses; conversely, a Fund would have less exposure than if a Fund did not co-
invest, potentially diluting returns. Additionally, a Fund's organizational expenses could be higher
if its fundraising period continues for an extended period.

        The Funds are authorized to provide bridge financing to facilitate certain investments. It is
possible that all or a portion of a bridge financing will not be recouped within the time period
specified in the applicable Fund’s Partnership Agreement, in which case the investment would be
treated as a permanent investment of that Fund. As a result, a Fund’s portfolio could become more
...