A. Description of Advisory Firm
VMG Partners II, LLC, a Delaware limited liability company (“VMG”), formed in 2011, is a San
Francisco, California-based private equity investment advisory firm that was formed to provide
investors with the opportunity to generate long-term capital appreciation through private equity
and equity related investments in small-to-medium-sized companies that deal in branded consumer
products and services companies, technology companies that support the consumer ecosystem and
product-led software companies, primarily in the United States and Canada. VMG currently
provides investment advisory services to VMG Partners II, L.P., a Delaware limited partnership
(together with any separate investment vehicles formed from time to time, “Fund II”), VMG
Partners III, L.P., a Delaware limited partnership, and VMG Partners Mentors Circle III, L.P., a
Delaware limited partnership (collectively and together with any of their respective separate
investment vehicles formed from time to time, “Fund III”), VMG Partners IV, L.P., a Delaware
limited partnership and VMG Partners Mentors Circle IV, L.P. (collectively and together with any
of their respective separate investment vehicles formed from time to time, “Fund IV”), and VMG
Partners V, L.P., a Delaware limited partnership, and VMG Partners Mentors Circle V, L.P., a
Delaware limited partnership (collectively and together with any of their respective separate
investment vehicles formed from time to time, “Fund V” and together with Fund II, Fund III and
Fund IV, the “Consumer Funds”). VMG also provides investment advisory services to VMG
Catalyst, L.P., a Delaware limited partnership (together with any separate investment vehicles
formed from time to time, “Technology Fund I”), and VMG Catalyst II, L.P., a Delaware limited
partnership, and VMG Catalyst Mentors Circle II, L.P., a Delaware limited partnership
(collectively and together with any of their respective separate investment vehicles formed from
time to time, “Technology Fund II” and together with Technology Fund I, the “Technology
Funds”). In addition, VMG manages co-investment vehicles which invest alongside Fund II, Fund
III, Fund IV and Fund V. As used herein, “VMG Funds” refers to the Consumer Funds, the
Technology Funds and any co-investment vehicles formed from time to time, together with
subsequently sponsored funds and their related vehicles and co-investment vehicles formed from
time to time, and any similar pooled investment vehicles formed or managed by VMG or its
affiliates. The general partner of Fund II is VMG Partners II GP, L.P., a Delaware limited
partnership (the “Fund II General Partner”), the general partner of Fund III is VMG Partners III
GP, L.P., a Delaware limited partnership (the “Fund III General Partner”), the general partner of
Fund IV is VMG Partners IV GP, L.P., a Delaware limited partnership (the “Fund IV General
Partner”), the general partner of Fund V is VMG Partners V GP, L.P., a Delaware limited
partnership (the “Fund V General Partner”), the general partner of Technology Fund I is VMG
Catalyst GP, L.P., a Delaware limited partnership (the “Technology Fund I General Partner”), and
the general partner of Technology Fund II is VMG Catalyst II GP, L.P., a Delaware limited
partnership (the “Technology Fund II General Partner”, and together with Fund II General Partner,
Fund III General Partner, Fund IV General Partner, Fund V General Partner, and Technology Fund
I General Partner, the “General Partners”). The General Partners and VMG are affiliates.
The
General Partners have the power and authority to delegate the management of the VMG Funds to
VMG. The General Partners and each of the Consumer Funds and the Technology Funds have
entered into management agreements with VMG to document the delegation of the management
of each VMG Fund to VMG. Certain investment vehicles managed by an unaffiliated third-party
own non-control, minority, indirect interests in each of the General Partners and VMG. VMG’s
sole manager is VMG Management HoldCo, LLC. VMG Management HoldCo, LLC is the sole
member of VMG. Michael L. Mauzé, Wayne K. Wu, Robin Tsai and Carle D. Stenmark are the
managing members (“Managing Members”) of VMG Management Feeder GP, LLC, which is the
general partner of VMG Management Feeder, L.P., which is the managing member of VMG
Management HoldCo, LLC, the sole member of VMG.
B. Types of Advisory Services Offered
VMG provides advice to the VMG Funds in respect of their investment portfolios, as well as
certain ancillary managerial and administrative services, including, without limitation, identifying
and screening potential investments, recommending strategies for the management and disposition
of investments, monitoring the performance of investments, and preparing reports necessary or
appropriate for compliance with the governing agreements of the VMG Funds. Investments in
VMG Funds are privately offered only to qualified investors, typically institutional investors and
eligible high-net-worth individuals. See also Item 4.A. above. In some cases, private equity
professionals from other firms or other services professionals will also be investors in the VMG
Funds.
C. Services Tailored to Individual Needs of Clients
VMG’s advisory services are geared to the management of the VMG Funds, which are tailored to
the investment objectives, parameters and restrictions of which are disclosed to investors in the
applicable governing agreements before they invest. Investment restrictions applicable to specific
VMG Funds are customarily imposed in the governing agreements for such VMG Funds, as agreed
upon with investors.
VMG or certain affiliates have entered, and may also in the future enter, into side letters or other
writings with specific investors in VMG Funds which have the effect of establishing rights under,
or altering or supplementing, the terms of the governing agreements of the VMG Funds, in respect
of the investor to whom such letter or writing is addressed. Except to the extent required by
applicable law, any rights established, or any terms altered or supplemented, will govern only that
investor and not a VMG Fund as a whole. Such side letters impose restrictions on participation in
certain investments or types of investments made by the VMG Funds (in the event a VMG Fund
pursues such an investment, the indirect ownership percentage of the VMG Fund’s other investors
in such investment will be greater than their pro rata share of the VMG Fund), and also provide
benefits to certain investors in a VMG Fund not provided to investors in such VMG Fund generally
(for example, adjustments to fees or other economics, access to information, ability to transfer
interests in a VMG Fund or compliance with specified laws or regulations), except as otherwise
provided by applicable law. Subject to applicable law, disclosure of applicable side letter practices
is made to investors prior to their investment in the applicable VMG Fund.
D. Client Assets
As of December 31, 2023, VMG managed $2,961,628,228 of client assets on a discretionary basis.
As of December 31, 2023, VMG did not manage any assets on a non-discretionary basis.