Victory Park Capital Advisors LLC

FEES AND COMPENSATION

The Adviser receives both asset-based and performance-based compensation from its respective Clients.
The amount of the management fees is determined in accordance with the terms of the Governing
Documents for each and summarized below. Investors across these arrangements also bear certain expenses.

Management Fees

As specified in the relevant Governing Documents, each Client will pay the Adviser, quarterly in advance
or monthly in arrears (as specified therein), a management fee (the “Management Fee”) equal to a specified
percentage of either (i) capital commitments (“Commitments”), (ii) invested capital, (iii) unreturned
acquisition cost of the investments, (iv) the net asset value or (v) the fair value of the underlying
investments. For certain VPCA Funds, the Management Fee will be reduced and will equal a specified
percentage of (i) the aggregate cost of portfolio investments plus the aggregated amount of unapplied
waived Management Fee, as reduced by (ii) permanent write downs and distributions constituting returns
of capital, generally upon the earliest to occur of (a) the end of the investment period of such VPCA Fund,
(b) the date on which an Adviser begins to accrue fees from a similar but successive VPCA Fund and (c)
certain key person events, in each case, as specified in the relevant Governing Documents. The
Management Fee generally will be payable until all portfolio investments are distributed or until the
applicable Adviser’s relationship with the Client is terminated for other reasons (as described in the relevant
Governing Documents). Installments of the Management Fee payable for any period other than a full
quarterly period are adjusted pro rata according to the actual number of days in such period. The
management fees payable by an Insurance Client are negotiated on a client-by-client basis and set forth in
the relevant investment advisory agreement and/or other Governing Documents relating to each such
Insurance Client.

In addition to Management Fees and carried interest, an Adviser may be paid certain supplemental fees
(“Supplemental Fees”) in connection with providing services to a Client, portfolio company, or prospective

portfolio company, including directors’ fees, closing fees, investment banking fees, placement fees,
commitment fees, break-up fees, litigation proceeds from transactions not consummated, monitoring fees,
consulting fees, and other similar fees. Supplemental Fees generally are paid to an Adviser by the relevant
portfolio company, and Supplemental Fees received by an Adviser in respect of a Client’s investment in a
Target Company are applied to offset the Management Fee payable by such Client to the extent, and in the
manner, required by the applicable Governing Documents. As described under “Co-Investment Fees”
below, fees received by an Adviser in connection with the co-investment of an investment to persons other
than the Client are not Supplemental Fees subject to Management Fee offset unless the applicable
Governing Documents expressly provide otherwise. To the extent that such an offset credit would reduce
the Management Fee for a given quarterly period below zero, the credit will be carried forward for future
application against Management Fees payable, and if a credit remains upon liquidation, a payment will be
made crediting limited partners unless a limited partner has elected to waive such amount (e.g., where an
adverse tax consequence may result).

Certain Governing Documents permit an Adviser to waive or agree to reduce the Management Fee in
respect of a VPCA Fund investor. Certain waived portions of the Management Fee generally are treated
by each relevant Governing Document as a deemed capital contribution by the relevant General Partner,
which is effectively invested in the relevant VPCA Fund on such General Partner’s behalf and operates to
reduce the amount of capital such General Partner would otherwise be required to contribute to the relevant
VPCA Fund. The limited partners of any such VPCA Fund may be required to make a pro-rata contribution
according to their respective Commitments to fund any contribution that would otherwise be required of an
Adviser in connection with any such waiver or reduction as described above and, as a result, the exercise
of such waiver may result in an acceleration (or delay) of investor capital contributions. Waived or reduced
Management Fees are not subject to the Management Fee offsets described above, and the amount of such
waived or reduced Management Fees has the potential to be significant. Due to waived or reduced
Management Fees by an Adviser and/or the timing of receipt of compensation subject to offsets (as
described above), it is possible that Management Fee offsets will not be fully realized by investors in a
VPCA Fund, resulting in a net additional benefit to the applicable Adviser.

As specified in the registration statement, pursuant to the sub-advisory agreement among Privacore Capital
Advisors, LLC (“Privacore”) as advisor for the AltsABF Fund, and VPCA, as sub-advisor, VPCA will
receive a sub-advisory fee equal to 60% of the management fee, payable monthly in arrears.

Performance-Based Compensation

The Adviser also receives performance-based compensation from the VPCA Funds, UK Fund, the AltsABF
Fund, the Co-Investment Clients and some Insurance Clients as compensation for management activities,
as set forth in the relevant Governing Documents. The Adviser is entitled to receive carried interest
distributions or performance fees equal to a specified percentage of realized profits from portfolio
investments. Generally, where applicable, any carried interest due to the Adviser is determined after the
investors in the applicable Client have received distributions in an amount equal to their aggregate
unreturned capital contributions (or in some cases, a single portfolio investment), plus a “preferred return”
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TYPES OF CLIENTS

The Adviser provides investment advice primarily to (i) private investment funds operated by the Adviser
or its affiliates, (ii) the UK Fund, and (iii) the Insurance Clients, and additionally to the AltsABF Fund in
its role as sub-advisor. The VPCA Funds include investment limited 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 the Funds may 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 may include, directly or indirectly, principals or other employees of
the Adviser and its respective affiliates and members of their families, or other service providers retained
by the Adviser. As noted above, the Insurance Clients are insurance companies.

Further, as noted above, the UK Fund is a UK-based investment company listed on the Main Market of the
London Stock Exchange. Investment in the UK Fund is generally limited to non-U.S. persons, although a
limited number of U.S. persons (who met applicable investor sophistication tests) have been permitted to
invest through a private placement.

The AltsABF Fund, as noted above, is a Delaware statutory trust that is registered under the Investment
Company Act of 1940 as a non-diversified, closed-end management investment company and operates as
an interval fund. There are three different classes available to invest in the AltsABF Fund that have the
following minimum subscriptions of $1,000,000 initially and $250,000 for subsequent subscriptions (Class
I), or $25,000 initially and $5,000 for subsequent subscriptions (Class D and Class S).

         METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

The Adviser’s investment program for the PE Funds has focused on assembling a portfolio of credit and
equity investments in small-capitalization public and lower middle market private companies, primarily in
the U.S. The Adviser has concentrated on investments that offer collateral protection in downside scenarios
while generating current yield through receipt of ongoing interest payments and significant equity
participation through both control and non-control ownership positions in the Target Company.

In addition, VPCA’s investment program for the FS Funds and the UK Fund operate within the asset backed
lending segment of the market, where each transaction is secured against an underlying balance sheet asset
such as loan receivables, real estate, equipment, and other contractual and verifiable streams of cash flow,
coupled with specific covenants and structures tailored to that asset. The FS Funds and the UK Fund focus
on lending to emerging and established companies across industries with strong underlying collateral and
assets currently underserved by traditional sources of capital. VPCA sees significant opportunities in non-
correlated asset pools and will selectively evaluate investments that meet the following criteria: i) stable
and predictable value and/or cash flow and (ii) the ability to obtain proper security and readily liquidate
assets, if needed. The FS Funds and the UK Fund primarily lend to developed markets such as the U.S.,
Europe, and the United Kingdom, although additional investment opportunities across geographies,
including (but not limited to) Asia and Latin America, may be considered.

Investment Strategies

Private Equity

The Adviser previously invested in Target Companies that the Adviser believed had the potential for value
enhancement as a result of improving economic conditions, operational inefficiencies, or prior
mismanagement. The Adviser selected Target Companies that satisfed certain criteria selected by the
Adviser. These criteria included (but were not limited to):
       • Cooperative and competent management team
       • Sustainable business model with stable and/or improving operational results
       • An attractive position in the capital structure, strong collateral available, and/or other structural
           protections to mitigate downside risk
       • Potential for equity participation in the Target Company or additional upside in the value of
           the investment

As noted above, VPCA has PE Funds that have made investments in this target criteria but VPCA is no
longer implementing this strategy moving forward.

The Adviser’s clients invested primarily in privately sourced and negotiated opportunistic credit and
preferred equity instruments that the Adviser believed would provide its clients with an attractive structured
return while also seeking to generate additional upside for its clients through various exposures to the
common equity of the Target Company (which may include the use of securities that are “convertible” from
credit instruments to equity and/or credit for equity swaps). The Adviser’s investments included various
credit structures, such as senior secured loans, bridge loans, convertible loans, specialty loans, and debtor-
in-possession financings. The Adviser also invested in control or minority equity investments on behalf of
its Clients.

After investing, the Adviser will focus on active, value-added monitoring and risk management. The
Adviser may use various techniques to enhance the value of the investment, which may include corporate
finance and business development initiatives, investor introductions, and, when deemed necessary, an
active operational role through board representation or observer rights.

Opportunistic Credit

The FS Funds, the UK Fund and the AltsABF Fund senior secured credit strategy is focused on proactive
and ongoing risk management, with an emphasis on yield generation and capital preservation. The Funds’
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