First Principles Group Management LLC

Item 5 - Fees and Compensation
The Adviser receives an annual management fee from each Fund. The Management fee is
calculated in accordance with the terms set forth in each Fund’s governing documents. During the
investment period, the annual management fee is generally 0% to 2% of the capital commitments.
Management fees are funded through capital contributions designated for the payment of
management fees (“Management Fee Capital Contributions”), which are separate from, and in
addition to, capital commitments made for investment purposes. Management fees are typically
paid in advance by calling such Management Fee Capital Contributions from investors in
accordance with the applicable Fund’s governing documents. In certain past Funds, FPG has
historically charged an initial management fee of up to 3%, however this is no longer in practice.

The Adviser reserves the right to waive, reduce, or negotiate management fees for certain investors,
including affiliates of the Adviser and employees of the Adviser. In certain Funds, affiliates of the
Adviser may satisfy a portion of their capital contribution obligations through a fee waiver or fee
adjustment mechanism, pursuant to which such affiliates elect to reduce or waive management fees
otherwise payable in exchange for a corresponding non‑cash capital contribution interest, as
described in the applicable Fund’s governing documents.

In addition to management fees, the Adviser or its affiliates receives a performance-based fee in the
form of carried interest, generally equal to up to 20% of the net profits of the Fund.

The Adviser pays all of its ordinary administrative and overhead expenses incurred in connection
with managing, originating and monitoring investments, including its employees’ salaries, rent and
utilities. Each Fund pays all costs and expenses of the Fund that are not reimbursed by portfolio
companies, including: the costs, fees and expenses of the partnership, including (i) any costs, fees
and expenses related to making a portfolio investment, including without limitation, any fees, costs
and expenses related to such acquisition (including any “broken deal” costs), monitoring and
disposing of the portfolio company, but excluding the portfolio investment amount; (ii) any
extraordinary expenses (e.g., expenses related to valuation of the portfolio company, litigation and
indemnification); (iii) any research and due diligence expenses, interest on borrowed money,
investment banking, financing and brokerage fees and expenses; (iv) any expenses due to the

partnership’s tax returns and Schedules K-1, custodial, legal and insurance expenses, any taxes, fees
or other governmental charges levied against the partnership; (v) any attorneys’, accountants’ or
consultants’ fees and disbursements incurred for and on behalf of the partnership, but excluding the
management fee; (vi) any regulatory or litigation expenses (and damages); (vii) any expenses related
to insurance; (viii) any expenses incurred in connection with the winding up or liquidation of the
partnership; (ix) organizational and offering expenses of the partnership; (x) any expenses incurred
in connection with any amendment to the agreement; (xi) any expenses incurred in connection with
the distributions to the partners and in connection with any meetings of the partners; and (xii) any
expenses of the General Partner related to (A) the organization of the General Partner (including
legal fees and initial state filing fees) and (B) the General Partners’ accounting fees, federal and
state tax return preparation expenses, registered agent fees and ongoing state filing fees and state
franchise taxes.

Certain Funds have historically collected an additional expense reserve ranging from .3% to 1.25%.
The expense reserve is held in an account in the name of the applicable Fund and is used solely to
pay Fund expenses as permitted under the governing documents. Any unused amounts are returned
to investors on a pro rata basis following the conclusion of the Fund’s investment period or
liquidation, as applicable. Any excess capital remaining in the expense reserve account has been
and will always be returned to all investors within the Fund after the Fund closes.

Item 7 - Types of Clients
The Adviser provides investment advisory services to the Funds and associated co-investment
vehicles. The minimum investment amount from investors to participate in a Fund is set forth in

the Funds’ offering materials and varies from Fund to Fund, generally $250,000, and is subject to
waiver by the Adviser. Fund investors generally must meet minimum net worth and other criteria
as required by applicable federal securities laws and regulations, including meeting the
requirements to be deemed “accredited investors” (as defined in Regulation D under the Securities
Act of 1933) or “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company
Act of 1940) as required by the governing fund documents.