Vibrant Capital Partners Inc

ITEM 5: FEES AND COMPENSATION

    a) Compensation

         Private Fund Fees

The Firm generally charges both a management fee and a performance-based fee to the Funds it manages. The
management fees are generally a percent of assets under management per year, payable quarterly in advance. Fees are
based on the market value of the securities and cash in the portfolio less the account’s liabilities (the net asset value),
on the appraisal date. Performance-based fees are generally a certain percent of any increase of the net asset value
above a high watermark or a percentage of excess return above a fixed hurdle rate with or without “catch-up” features.
Fees may be negotiable. The Firm may rebate a portion of its management fees, e.g. to not charge Fund investors on
multiple levels of investments. Each Fund’s private placement memorandum describes its fee structure in detail. Please
consult governing fund documents for additional information regarding such management fees.

         CLO Fees

As compensation for its service as the collateral manager of CLOs, the Firm (or its relying adviser, in the case of
CLOs advised by Vibrant Credit Partners, LLC) generally receives a Senior Management Fee, a Subordinated
Management Fee and an Incentive Management Fee (collectively, the "Collateral Management Fees"). The Senior
Management Fee has a higher priority in a CLO payment waterfall whereas the Subordinated Management Fee
generally ranks below principal and interest payments to senior note holders in the payment waterfall. The Firm (or
its relying adviser, in the case of CLOs advised by Vibrant Credit Partners, LLC) will generally earn a Subordinated
Management Fee if over-collateralization and interest coverage tests have been satisfied for all senior CLO note
holders. The Senior Management Fees and Subordinated Management Fees are typically paid by the CLO or its trustee
quarterly in arrears, in accordance with its governing documents. Incentive Management Fees are typically paid later
in a CLO's tenor by the CLO if specific internal rates of return thresholds are achieved. Please consult a CLO's
governing documents for additional information regarding such Collateral Management Fees. In the case of Vibrant
Credit Partners, LLC, the relying adviser will pay sub-advisory fees to VCP. The Firm may offer fee rebates in certain
circumstances.

         Separate Accounts

The Firm generally charges its Separate Account clients a base management fee or advisory fee and may charge a
performance-based fee. The base management or advisory fees and the performance-based fee, if any, are disclosed
in the respective Client’s investment management agreement and are generally structured as a fixed fee amount per
year or as a percentage of assets under management for which advice and consultation is provided or a percentage of
funds deployed for investments. The level of service may vary depending on individual circumstances and thus, fees
may be negotiable depending on time, effort, and expertise involved. Fees are generally computed and payable
quarterly in arrears or on such other basis as is mutually agreed with each Separate Account client.

From time to time, VCP may also charge performance-based advisory fees, the terms of which are negotiated between
VCP and the Separate Account client. Such agreements shall comply with the provisions of rule 205-3 of the Advisers
Act of 1940, as amended (“Advisers Act”).

         Consulting Services

VCP further provides risk advisory and consulting services to institutional investors. Fee structures for these services
depend on the individual contract. In general, these fees are structured as annual fixed fees paid quarterly in arrears.
Certain clients may be charged fees annually upfront. In addition, ad-hoc consultation projects may be undertaken,
and fees charged depend on the level of effort involved. VCP may also charge hourly fees to certain consulting
projects.

         Termination

A Client may give notice to terminate its investment or risk advisory/consulting contract prior to its expiration date
by providing written notice to VCP. Each advisory contract will specify the timing that an early termination may take
effect after notice is received from the client and whether an early termination fee will be imposed. Such early
termination fees, if any, may include (i) a lump sum payment, (ii) a percentage of outstanding fees, or (iii) a pre-
determined amount based on the performance of VCP. All such early termination fees will be contractually agreed
upon by the client and VCP when entering into the advisory relationship.

Upon termination of either an investment or risk advisory relationship or contract with any client who has paid in
advance, VCP will refund to such client the pro-rata portion of any advance payment, net of any termination fee, if
any, based on the number of days remaining in the billing period after the date of termination; provided that nothing
to the contrary was specified in the individual client contract.

    b) Billing

Management fees are deducted from the accounts of fund investors by the fund’s administrator. Separate Account
clients as well as risk advisory and consulting clients are billed for fees incurred.

    c)   Other Expenses

Clients may be responsible for and do incur other expenses separate and apart from the Firm’s investment
management, performance or consulting fees. These expenses typically may include (1) legal, custodial, accounting,
audit, and related costs and expenses; (2) pricing service costs incurred in valuing investments; (3) expenses incurred
in obtaining credit ratings on investments; (4) out-of-pocket travel costs and related expenses incurred in connection
with the management of certain investments or Fund offerings; (5) costs and expenses in connection with the
acquisition of director and officer insurance; (6) costs and expenses with respect to any workout, restructuring,
...

ITEM 7: TYPES OF CLIENTS

VCP provides investment advice to Clients that are private funds or other institutional investors. Investors in the Funds
and CLOs are generally institutional investors and high net worth individuals that qualify as “accredited investors”
(as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) and “qualified purchasers”
(as defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”)). The minimum
initial investment in the Funds and the CLOs is typically $200,000 – $5,000,000, lower amounts may be subject to
VCP’s discretion. VCP will determine the minimum investment for a Separate Account on a case-by-case basis.

In addition to its outright investment advisory business, VCP provides risk advisory and consulting services to
institutional investors. These services are focused on, but not limited to, structured credit portfolios and include, among
others, risk analysis, risk monitoring and valuation services.