FFL Partners LLC

Item 5: Fees and Compensation
For each Partnership, with the exception of FFL’s co-investment funds (“Co-investment
Funds”), certain classes of interests in a continuation fund vehicle managed by FFL (the
“Continuation Fund”), and certain other Partnerships established and beneficially owned by
industry executive investors, personnel and other designees of the Firm (“Designee Funds”),
FFL or an affiliated company generally receives carried interest and/or a priority allocation
(together “performance-based fees”) in the relevant Partnership along with a management
fee for providing investment management services to its clients. Management fees are
generally payable in quarterly installments in advance, and any payment for a period of less

       Aggregate capital commitments include the General Partners’ full participation which is both the cash
and non-cash participation..

        The regulatory assets under management are as of December 31, 2025, adjusted for the new capital
commitments for FFL Fund VI (as defined below) as of March 24, 2026.

FFL Partners, LLC From ADV Part 2A: Firm Brochure March 2026

than three months is adjusted on a pro rata basis according to the actual number of days
during the period. Where the governing documents calculate management fees based on
the amount of commitments or the amount of contributions (including, where applicable, a
Partnership borrowing component (including interest expenses)) still invested, the amount
of management fees generally will not be reduced based on reduction in investment value,
except where specified by the relevant governing documents. As a general matter,
management fees will be payable during term extensions unless otherwise agreed with
investors.

The Partnerships are generally charged management fees between 1.89% and 2.00% of
committed capital up and until the earlier of (a) the date when FFL is entitled to receive
management fees from a successor fund and (b) the end or early termination of the
Partnership’s investment period (the “Stepdown Date”); and 1.5% of invested capital that
remain invested in portfolio investments (i.e. the limited partners’ ordinary invested capital
less the portion of investments that have been realized) including the amount of any
capitalized expenses (including costs of Service Providers, defined below) other than
portfolio investments that the Partnership’s general partner (each, a “General Partner” and
collectively, together with any future affiliated general partner entities, the “General
Partners”) has determined in good faith should be written off or otherwise no longer require
active management by FFL (“Written-Off Investments”). As a result, the amount of
management fees generally will not correspond with fluctuations in the Partnership’s net
asset value, including following the investment period, and will not be reduced in connection
with any write-downs (whether temporary or permanent), except in the case of investments
Written-Off Investments. Following the date on which the term of the Partnership expires,
the Advisory Committee (as defined in Item 11 – “Resolution of Conflicts”) must approve
the rate of any management fees that are charged to each Partnership. Further,
management fees generally will not be reimbursed or refunded under the governing
documents in the event of realizations or Written-Off Investments that occur partway
through the relevant calculation period. The governing documents set forth the full list of
terms under which management fees will be reduced, offset, or otherwise be limited, and
consequently investors should expect to bear the full specified management fee rate in the
governing documents until they are reduced in the circumstances and on the date(s)
specified therein. FFL manages the Continuation Fund that pays a management fee of 1%
of the remaining invested capital (less write offs), as further described in the Continuation
Fund’s governing documents.

For certain of the Partnerships, the management fee is reduced, but not below zero, by the
amount of capital contributed by the limited partners to fund placement fees, excess
organization expenses and incentive capital contributions. As discussed in Item 14,
management fees are also reduced for certain of the Partnerships by certain fees and
certain items of compensation received by FFL or its affiliates to the extent provided by
relevant Partnership governing documents, but not including FFL personnel who are
employed or engaged by and assist one or more portfolio companies in an operations

FFL Partners, LLC From ADV Part 2A: Firm Brochure March 2026

capacity. As further described in Partnership governing documents, certain of FFL’s
personnel, consultants and advisors (“Operating Team Members” or “Operating Partners”)
are permitted to be employed or engaged by or on behalf of a Partnership and/or portfolio
companies to perform operating activities, which include, among others, interim
management roles, consulting arrangements, assessment and recruiting of portfolio
company talent, projects relating to improvement initiatives, board service, identifying and
evaluating potential investments for which the person performing such activities is expected
to perform in an operations capacity, or other similar forms of operations support
(“Operating Activities”). Compensation (including director’s fees, consultant fees, retainer
fees, success fees and other fees, salary, promotes, profit sharing, incentive equity, stock
options, stock awards, co-investment rights and other cash and non-cash compensation,
benefits and incentives and reimbursement of expenses, as well as other compensation for
such assistance in an Operating Team Member’s capacity as a director, consultant, advisor
or employee of a portfolio company, including a platform or other holding company, or in
connection with other Operating Activities) received, directly or indirectly, by Operating
...

Item 7: Types of Clients
FFL provides investment management services to groups of Private Equity Partnerships,
each a “Primary Fund” together with their related “side funds” or “parallel entities” and
alternative investment funds, Co-investment Funds, and the Continuation Fund. Each “side
fund” to the Primary Fund generally invests side-by-side, on a pro rata basis, with its Primary
Fund. Each Co-investment Fund invests in a company that is also an investment of the
Primary Fund and its side funds. The Continuation Fund holds a limited number of
investments and is not expected to accept new commitments or make platform
investments. Each Partnership operates as a pooled investment vehicle intended to provide
management expertise and other advantages to its portfolio company investments. The
minimum capital commitment for a limited partner of FFL Capital Partners IV, L.P. and its
related parallel funds (“Fund IV”) and FFL Capital Partners V, L.P. and its related parallel
funds (“Fund V”) was generally $10,000,000 and the minimum commitment for a limited
partner of FFL Capital Partners VI, L.P. and its related parallel funds (“Fund VI”) is generally
$5,000,000; however, FFL maintains discretion to accept less than the minimum investment
threshold. FFL maintains discretion over minimum capital commitments of the Co-
investment Funds and the Continuation Fund.

The Partnerships generally enter into separate agreements, commonly referred to as “side
letters”, with certain investors to grant certain rights or allow such investors to invest on
different terms than those specifically described in the offering documents. Under certain
circumstances, these agreements are expected to create preferences or priorities for such
investors with respect to other limited partners. See Item 11.

Investors are required to make certain representations when investing in a Partnership,
including but not limited to that (i) they are acquiring an interest for their own account, (ii)
they received or had access to all information they deem relevant to evaluate the merits
and risks of the prospective investment, and (iii) they have the ability to bear the economic
risk of an investment in the Partnership. Each investor is furnished with a copy of the
Partnership Agreement and other governing documents.