Wayve Capital Management LLC

Item 5. Fees and Compensation
For SMAs, Wayve charges an annual management fee of 1.0% for accounts with assets under
management of $1 million or under. Accounts over $1 million typically negotiate for lower fees.
Wayve charges fees quarterly in arrears based on the account value at the end of the prior quarter.

Most clients authorize Wayve to deduct fees automatically from their brokerage accounts, but
clients may request that Wayve send quarterly invoices to be paid by check. In addition to Wayve’s
investment management fees, clients bear trading costs, custodial fees and other expenses that may
be charged by other third parties. Clients should review all fees charged by Wayve, custodians and
brokers and others to fully understand the total amount of fees to be paid. To the extent that clients’
accounts are invested in ETFs or mutual funds including money market funds, clients will also pay
fees that are separate and distinct from the fees charged by Wayve. These fees and expenses are
described in each mutual fund’s prospectus.

For the Victor Funds, Wayve charges an annual management fee of .75%, paid quarterly in arrears on
the quarter-end net asset value of the fund.

With respect to the Victor Funds, because the Victor Equity Fund LP invests only through the Victor
Equity Fund LTD, all payments of the expenses, including management fees, are made through the
Victor Equity Fund LTD.
The Victor Funds shall bear all normal costs and expenses attributable to fund activities, including,
but not limited to, legal, auditing, accounting and administration fees and expenses; expenses
associated with the preparation, printing and mailing of the Victor Funds’ financial statements, books

and records and reports; expenses incurred in connection with the ongoing offering of shares;
expenses associated with the acquisition, holding and disposition of securities and other assets
including, but not limited to, brokerage commissions, spreads, discounts, interest expense,
commitment fees, due diligence expenses, valuation fees, insurance costs, taxes and all charges of
depositories, custodians and other agencies for the safekeeping and servicing of securities and other
assets; governmental and filing fees; any extraordinary expenses of the Victor Funds (e.g., litigation
expenses); and the Victor Funds’ organizational and initial offering costs. A complete description
of fees and expenses can be found in the Victor Funds’ offering memorandum.

The fees are negotiable at Wayve’s discretion, and Wayve has waived or negotiated lower fees for
certain clients or investors. Wayve manages accounts for one of the owners and founders of Wayve.
This individual does not pay a management fee with respect to their accounts.

The Seminal Fund, the fund that Wayve sub advises, charges an annual management fee of 1.50 %,
paid quarterly in arrears on the quarter-end net asset value of the fund. Although Wayve is not
directly paid this management fee, Wayve does own a 45% economic interest in Seminal GP, the
Seminal Fund’s general partner.

Item 7. Types of Clients
For SMAs, Wayve primarily provides customized investment management services to ultra-high
net worth individuals family offices, and other organizations. Wayve’s minimum account size is
generally $100,000, but this amount may be waived at Wayve’s discretion.

Wayve also provides investment advice to its pooled investment vehicles, the Victor Funds, as well
as through its sub advisory relationship with the Seminal Fund..

The Advisor may enter into separate agreements with certain investors to grant certain rights or
allow such investors to invest on different terms than those specifically described in the governing
documents. Under certain circumstances, these agreements are expected to create preferences or
priorities for such investors with respect to other investors.