Velocity Capital Advisors LLC

Item 5             Fees and Compensation

Velocity negotiates compensation with each SMA and the Fund (together, the “Clients”), which may take
various forms and vary between Clients. Detailed below is a general summary of certain costs, fees and
expenses paid by Clients. Investors (which, for the avoidance of doubt, includes any noteholder and any
entity or individual that invests in, participates in, or is otherwise part of a Fund or SMA) and prospective
investors in a Fund or SMA should review the relevant offering materials and other constituent
documents for an additional discussion of costs, fees, and expenses. Based on those negotiations, an
Investment Management Agreement (“IMA”) or Limited Partnership Agreement (“LPA”) will be created
that details the compensation Velocity will be entitled to receive in return for providing its advisory
services. Each Client is obligated to pay Velocity certain fees in the form of a management fee and for
certain investments, transaction fees, in return for Velocity’s ongoing advisory services. In addition,
clients may pay a referral fee to Velocity for each investment referred, as outlined in the Governing
Documents.

A Client’s management fee is based on invested capital. The payment of management fees is in arrears
and range between 37.5 basis points and 100 basis points. Clients are obligated to pay Velocity a
performance-based fee (“Carried Interest”), which is subject to a hurdle rate and calculated either
individually for each investment or cumulatively across a portfolio. Carried Interest earned on unrealized
gains will be paid either annually and trued-up when each investment is realized, or only upon full
realization and may be subject to clawback provisions.

To the extent not reimbursed directly at the closing of each transaction and depending on the type of

asset, Clients may also agree to pay certain out-of-pocket expenses incurred in connection with
underwriting, due diligence, consulting work, obtaining a credit rating (credit worthiness) from an
accredited third party and/or legal billings for services performed relating to a particular investment made
into their accounts. SMA Clients typically negotiate with Velocity the specific terms under which such
expenses will be incurred, as set forth in the applicable investment management agreement.

As set forth more fully in the Governing Documents, the Private Fund may bear the direct and indirect
fees, costs, expenses and other liabilities or obligations resulting from or arising in connection with its
operations. Such expenses are summarized below and may include, without limitation:

    •   Legal fees, accounting fees, audit fees, and other professional service costs
    •   Costs associated with regulatory compliance, including U.S. and non‑U.S. securities law
        requirements and third‑party compliance service providers
    •   Travel‑related expenses, including transportation, lodging, meals, and incidental costs
    •   Governmental fees, taxes, and other charges imposed on the investment vehicle
    •   Expenses associated with the formation, organization, and offering of the investment vehicle
    •   Costs related to maintaining required registered offices or agents
    •   Expenses associated with holding, maintaining, valuing, or disposing of investments
    •   Consulting or advisory services relating to portfolio investments
    •   Costs associated with actual or threatened litigation, investigations, proceedings, and related
        indemnification obligations
    •   Banking, custodial, depository, and similar financial services
    •   Tax preparation, tax compliance (including FATCA‑related services), and related third‑party fees
    •   Appraisal, valuation, and fairness‑opinion‑related expenses, including valuation software or tools
    •   Research, due diligence, database subscriptions, expert networks, and similar analytical resources
    •   Legal, custodial, registration, and other services relating to securities transactions (whether or not
        consummated)
    •   Expenses related to managed distributions of securities
    •   Broken deal expenses for unconsummated transactions
    •   Costs for preparing, printing, delivering, or filing financial statements, tax returns, and other
        reports or communications
    •   Costs associated with responding to client information requests (unless separately borne by the
        requesting client)
    •   Cybersecurity‑related costs, including insurance
    •   Costs associated with anti‑money‑laundering, know‑your‑customer, sanctions, data‑privacy, and
        cross‑border reporting requirements
    •   Costs associated with Section 13 or Section 16 filings under the Securities Exchange Act arising
        from investment activity
    •   Expenses related to maintaining and operating the general partner or managing entity, including
        tax filings and bank account costs
    •   Costs associated with CFIUS filings or related regulatory matters
    •   Premiums for liability insurance and related legal or consulting fees
    •   Fees and expenses associated with structuring, rating, or legal services for feeder or related
        investment vehicles
    •   Costs associated with amendments or restructuring of the investment vehicle or related entities

Velocity bears its own operating, general, administrative, and overhead costs, and expenses, other than
the expenses borne by Clients.

In each case, expenses incurred and management fees and performance-based compensation earned
through the date of termination are charged to the relevant Client. To the extent such fees, costs and
expenses are incurred for more than one Client, each Client bears a portion of any such fees, costs and
expenses generally in proportion to the size of its investment in the activity or entity to which the expense
relates (subject to the terms of each Client’s applicable governing documents) or in such manner as
...

Item 7             Types of Clients

Velocity provides investment advice to the Fund and Separately Managed Accounts, as discussed in Item
4 above. Each SMA will typically be structured to accommodate the investment guidelines and control
requirements of its particular investors. The conditions for starting and maintaining an SMA will vary with
the circumstances of each SMA and be negotiated and set forth on an individual basis in the relevant IMA.