FTV Management Company LP

Item 5 – Fees and Compensation
In general, FTV receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. FTV receives additional compensation in
connection with management and other services performed for portfolio companies of the
Funds and such additional compensation will generally offset in whole or in part the
Management Fee (as defined below) otherwise payable to FTV to the extent provided by
the relevant Governing Documents. In addition, in certain circumstances FTV receives
compensation for management and other services performed in connection with the co-
investments made in portfolio companies of the Funds. Investors in the Funds also bear
certain fund expenses.
Management Fee
Generally, the Funds pay FTV an annual management fee (the “Management Fee”)
payable quarterly in advance equal to a percentage per annum of the aggregate capital
commitments to the Fund held by investors who are not designated as “affiliated partners”
by the Fund’s General Partner (“Commitments”) commencing on certain dates as detailed
in the relevant Funds’ Governing Documents. Investors participating in a closing after a
Fund’s initial closing date bear the Management Fee from a date set forth in the relevant
Fund’s Governing Documents, generally in addition to an interest component payable to
FTV or an affiliate. The precise amount, the manner and calculation of, and the manner
and timing of payment of the Management Fee for each Fund are established by FTV and
are set forth in the respective Fund’s Governing Documents.
Upon the first Management Fee due date after the expiration of the Investment Period (as
defined in the Partnership Agreement) or earlier upon the occurrence of certain events as
set forth in the Partnership Agreement (the “Stepdown Date”), the Management Fee will
be reduced and generally will equal a percentage of: (i) the aggregate contributions made
(or payable to the Fund pursuant to capital call notices then issued or to be issued to repay
indebtedness incurred by the Fund for purposes of making an investment), less (ii) the
aggregate amount of contributions with respect to the portion of each investment that has
been disposed of or permanently written-down or written-off as required under the
applicable Governing Documents, in each case with respect to investors not designated as

“affiliated partners” by the General Partner (such excluded investments, “Impaired Value
Investments”).
In general, the Management Fee will commence as of the later of the initial closing date or
the date on which the General Partner in its sole discretion has begun identifying and
investigating new investment opportunities for the Fund (such later date, the “Effective
Date”), regardless of when an investor is actually admitted. The Management Fee will be
paid out of current income and disposition proceeds of the Fund and/or, in the General
Partner’s discretion, from drawdowns that will reduce unfunded Commitments.
The Management Fee may be reduced pursuant to a formula described in a Fund’s
Governing Documents, in which case a corresponding portion of the General Partner’s
Commitment is intended to be structured as a profits interest.
Carried Interest
Generally, a Fund pays FTV a carried interest equal to a percentage of all realized profits
subject to a compounded preferred return, as more fully described in its Governing
Documents. The carried interest distributed to FTV is subject to a potential clawback at the
end of life of a Fund if FTV has received excess cumulative distributions. The carried
interest distributed to FTV is also subject to an “interim giveback” as provided in the
Governing Documents. It is expected that any future Funds will have a similar fee structure.
Impaired Value Investments
The Governing Documents of the Funds provide FTV with wide ranging authority to make
determinations, including those related to investment purchases and dispositions (and their
timing), valuation and other matters that have the potential to affect the compensation of
FTV. In making such determinations, FTV is subject to potential conflicts of interest. For
example, the potential to earn additional compensation can create an incentive for FTV to
make investments and to hold investments longer than otherwise would be the case in the
absence of the Funds’ Management Fee and carried interest compensation arrangements.
FTV is incentivized to cause the Funds to make investments and hold on to investments
(and to delay or forego a determination that the investments are Impaired Value
Investments)) in order to generate greater ongoing Management Fees and, potentially,
larger carried interest distributions than would otherwise be the case if such investments
had not been made or held (or if such determination had not been made), including because
of the possibility that the investments’ values will appreciate in the future.
Where the Management Fee is calculated taking into account the valuation of an
investment, including a determination of whether an investment has become an Impaired
Value Investment, FTV will have incentives to make determinations that result in the
continued payment of, or a higher, Management Fee. Unless the Governing Documents
expressly provide to the contrary, Management Fees will not be reduced (in whole or in
part) in the case of partial distributions (e.g., those resulting from a dividend
recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions, in each case in circumstances that do not result in the
complete disposition of the Fund’s interest in an investment, and even in cases where the
value of the Fund’s investment or the Fund’s ownership percentage in such investment has
been reduced (including substantially reduced) as a result of such transaction. Where the

Governing Documents do not require Management Fees to be reduced in connection with
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Item 7 - Types of Clients

FTV provides discretionary investment management services to the Funds as described
above. FTV may, in the future, provide investment advisory services to other types of
clients. The Funds’ respective investment programs and such additional clients may or may
not overlap. The minimum initial investment in the Funds will be determined by FTV and
set forth in each Fund’s Governing Documents. FTV may waive such minimum under
certain circumstances or accept capital commitments of lesser amounts or establish
different minimums or reject any capital contribution, in whole or in part, for any reason
or no reason.