Victor Capital Partners Management Company LP

ITEM 5- FEES AND COMPENSATION

The fees and expenses applicable to each Fund are described in each Fund’s organizational
documents. Investors should review the relevant organizational documents to fully understand the
total amount of fees and expenses that may be paid.
Victor Capital generally receives Advisory Fees and/or Performance Compensation (each defined below) or
similar performance-based remuneration from its Clients. Certain Clients and/or any of their respective
portfolio companies also make other payments to the Firm for services provided in respect of any portfolio
company (or intermediate entity) or other investment of any Client (collectively, “Portfolio Investments”),
which typically reduce the Advisory Fees payable to the Firm with respect to the relevant Client where such
Client pays Advisory Fees and in certain circumstances as further described in the relevant organizational
documents.
Victor Capital generally does not receive a management or advisory fee (“Advisory Fee”) in connection with
the advisory services provided to the SPVs. However, with respect to advisory services provided to other Funds,
Victor Capital is eligible to receive Advisory Fees calculated as an annual rate based upon a set percentage of
assets under management and subject to reduction during the life of a Fund as further described in the relevant
organizational documents. Advisory Fees paid by a Fund are indirectly borne by third party investors in the
applicable Fund. Advisory Fees are typically deducted from any available cash assets of the relevant Fund and
to the extent there are not available cash assets, the relevant Fund will draw capital from investors for the
purposes of paying any such Advisory Fees. Advisory Fees are generally payable quarterly in advance. Upon a
date specified in a Fund’s governing documents (the “Stepdown Date”), the Advisory Fee will be reduced and
will equal 2.0% of (a) the aggregate funded commitments plus the aggregated amount of unapplied waived
Advisory Fee, as reduced by (b) permanent write downs and distributions constituting returns of capital.
As is generally the case in private equity funds, a Fund’s governing documents provide that a Fund’s Advisory
Fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset
value. As further specified in a Fund’s governing documents, from the effective date of the relevant Fund until
the Stepdown Date, Advisory Fees generally will be charged based on a formula tied to the amount of the
relevant Fund’s aggregate Commitments. Further, after the Stepdown Date, Advisory Fees generally will be
charged and calculated based on a formula tied to the amount of investment contributions (including, where
applicable, a Fund borrowing component (including interest expenses) and the amount of any capitalized Other

Fees (as defined below) or expenses, including expenses of Operating Advisors (as defined herein)) made by
the relevant Fund relating to the Fund’s aggregate investment(s) in its portfolio companies that have not been
realized, disposed of or completely written off for U.S. federal income tax purposes (such disposed of or
written-off 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.
Under a Fund’s governing documents, where the fair market value of an investment exceeds the total amount
of investment contributions relating to such investment, post-Stepdown Date Advisory 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, a Fund’s governing documents do not require Advisory
Fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant
decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired
Value Investment standard under a Fund’s governing documents. For the avoidance of doubt, following the
Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total amount of
investment contributions relating to such Impaired Value Investment, then the amount of Advisory 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(s) as of the date of the relevant event.
In many circumstances, the post-Stepdown Date Advisory Fee base will include capitalized transaction-specific
fees and expenses of unrealized investments, including certain fees (such as Other Fees) and expenses paid to
service providers (including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction
counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles
(together, “Service Providers”)), Victor Capital or its affiliates.
As a result, and as is generally the case for private equity funds, the amount of Advisory Fees generally 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 write downs (whether temporary
or permanent), except in the case of Impaired Value Investments.
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ITEM 7- TYPES OF CLIENTS

Victor Capital currently provides investment advisory services directly to the Funds. Investors in the Funds are
generally offered only to “accredited investors” as such term is defined in Rule 501 of Regulation D and may
include, pooled investment vehicles, trusts, family offices, individuals, high net worth individuals, corporations,
limited partnerships, limited liability companies and other such entities or suitable investors.
The minimum initial investment amount required of investors is set forth in each of Fund’s governing
documents and is subject to reduction at the discretion of Victor Capital. Investors are typically subject to
minimum investment periods as more fully described in the respective governing documents for a Fund.