Baird Principal Group Management Company II LLC

Item 5.    Fees and Compensation

          A summary of the Partnership’s fees and expenses follows, but investors should review the Partnership’s limited partnership
agreement (the “Partnership Agreement”) for details regarding the Partnership’s fee structure and expenses. Terms used, but not defined
herein are defined in the Partnership Agreement.
           With respect to the Partnership, the General Partner will receive an annual management fee and a carried interest.
Commencing as of the effective date, as defined in the Partnership Agreement (the “Effective Date”) and during the investment period,
as defined in the Partnership Agreement (the “Investment Period”), the Partnership will pay the General Partner an annual management
fee (the “Management Fee”), payable quarterly in advance, equal to 1.0% of aggregate commitments. Commencing with the 12-month
period beginning on the first Management Fee due date after the expiration of the Investment Period or earlier upon the occurrence of
certain events as set forth in the Partnership Agreement, and for each succeeding 12-month period, the Management Fee will be reduced
to 90% of the Management Fee for the immediately preceding 12-month period (calculated without giving effect to any reduction in
the Management Fee on account of fees received by the General Partner); provided that, commencing with the first Management Fee
due date after the expiration of the Partnership’s initial 10-year term, the Management Fee will equal 1.0% per annum of the aggregate
amount of investment contributions with respect to the portion of each investment that has not been disposed of or completely written
off; provided further that investments in a portfolio company that have been disposed of or completely written-off will be treated as
such only to the extent that, as of the date of any such disposition or write-off, the aggregate fair market value of all remaining
Partnership investments in such portfolio company is less than the Partnership’s aggregate investment contributions made with respect
to such portfolio company. In addition, the Management Fee will be reduced by: (i) 100% of any director’s fees, financial consulting
fees or advisory fees earned by the General Partner from portfolio companies; (ii) 100% of any transaction fees paid by portfolio
companies to the General Partner; and (iii) 100% of any break-up fees from transactions not completed that are paid to the General
Partner; but not including, in any event, any amount received by the General Partner or other person from a portfolio company as
reimbursement for expenses directly related to such portfolio company or a prospective investment, as payment for services provided
to any portfolio company in the ordinary course of such portfolio company’s business or as compensation for services provided by the
General Partner or other person as an employee of or in a similar capacity for such portfolio company or any of its subsidiaries. For
the avoidance of confusion, as further described in the Partnership Agreement, the Management Fee will not be reduced by any
compensation received by any operating partner, senior advisor, venture partner or an individual serving in a similar capacity
(“Operating Partner”), and none of such persons will be subject to the provisions of the Partnership Agreement that apply to specified
persons associated with the General Partner, including members of the General Partner’s management team, associates of the General
Partner, affiliated persons, or employees of Robert W. Baird & Co. Incorporated or an affiliate thereof (as each of such associations
and affiliates are further detailed in the Partnership Agreement). Furthermore, Operating Partners are not employees or otherwise
dedicated resources of Baird or its affiliates, can invest in portfolio companies. In addition, Operating Partners are permitted to receive
compensation from the General Partner and from the portfolio companies. Such compensation may be a retainer paid by the Adviser
for fund-level strategic advice, investment sourcing assistance, and investment due diligence assistance from an operational perspective;
and portfolio companies for services provided directly to the respective company or companies (e.g., board participation, mentoring
and advising management and industry expertise). Compensation paid by portfolio companies to Operating Partners may include, but
may not be limited to, the following forms of compensation: board or director participation fees; stock options, equity securities or
other non-cash compensation and other cash compensation, such as consulting fees. As of the date of this brochure, the General Partner
has not engaged any Operating Partners.

Baird Principal Group Management Company II, LLC                                                               March 2026

          In addition, after the General Partner has achieved an 8% compounded annually preferred return, the General Partner will
receive a carried interest or performance fee from investors in the Partnership equal to 10% of distributions, including distributions of
net cash proceeds from the sale of securities and distributions of securities in kind, together with dividends and interest income received
with respect to investments in portfolio companies (as more fully described in the Partnership Agreement). The Partnership and other
Funds invest on a long-term basis. Accordingly, investment advisory and other fees are paid during the term of each Fund and investors
generally are not permitted to withdraw or redeem interests in a Fund. If the investor has specified an account at Baird, after the General
Partner gives notice to the investor, Baird will deduct the Management Fee and other expenses from the investor’s account. If the
investor does not have an account at Baird, the General Partner will notify the investor as to when the Management Fee and other
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Item 7.     Types of Clients

           The General Partner provides investment advice to the Partnership, which is an employee securities company exempt from
registration as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) pursuant
to an application for an exemption granted by the SEC. The General Partner also may provide investment advice to other Funds, including
private investment funds that are investment partnerships or other investment entities formed under domestic or foreign laws and operated
as exempt investment pools under the Investment Company Act. The investors participating in the Partnerships may include individuals,
trusts and estates. The minimum commitment of an investor is $50,000, although individual investor commitments of lesser amounts may
be accepted at the discretion of the General Partner.