Victori Capital LLC

Item 5 – Fees and Compensation

A. Fees for Investment Management Services
Investment management fees are paid monthly in arrears pursuant to the terms of a client’s IMA. Management
fees are calculated by multiplying a fixed, annual rate by the average net liquidation value of a client’s account
for all trading days in the applicable month. In general, the annual rate is set at either 1.0% or 1.5%,
respectively, for clients who elect, or decline, to pay a performance fee (as discussed in Item 6) in addition to
the management fee. Rates are subject to negotiation between client and Adviser and therefore the fees
charged to a given client may differ from those provided herein or from those charged to other clients.

B. Fee Billing
Management fees are automatically deducted from a client’s account by the Custodian several days subsequent
to month’s end. Prior to the date on which a fee posts to an account, the Custodian will send electronically to
the client an invoice itemizing the fee. This itemization will include the calculation period covered by the fee
as well as the daily account values and the methodology used to calculate the fee.

C. Other Fees or Expenses
Clients may incur certain fees or charges imposed by third parties in connection with investments held in the
client’s account(s). The client is responsible for all custodial and securities execution fees charged by the
Custodian and, if applicable, the executing broker-dealer. The investment management fee charged by VII
Capital is separate and distinct from these Custodian and execution fees.
D. Advance Payment of Fees and Termination
Clients may request to terminate their IMA with the Adviser by providing advance written notice. The client
shall be responsible for any investment management fees and, if applicable, performance-based fees up to and
including the effective date of termination. VII Capital may require the client to make advance payment of fees
under such circumstance whereby the date of termination precedes the date such fees would normally be
collected if the Agreement were not terminated. The client’s IMA with the Adviser is non-transferable without
the client’s prior, written approval.
E. Compensation for Sale of Securities
VII Capital does not receive any compensation for securities transactions in any client’s account, other than the
management fees noted in this Item 5 and, where applicable, the performance-based fees discussed in Item 6.

Item 7 – Types of Clients

VII Capital provides investment management services to the following types of clients:
    •    Individuals, Personal Trusts and Estates – private investors, investing their personal assets
    •    Corporations and Businesses – taxable business entities, investing cash reserves
The relative percentage of each type of client is available on VII Capital’s Form ADV Part 1. These percentages
will change over time. VII Capital generally requires a minimum account size of $100,000 for establishing a
commercial relationship with the Firm.