Further Global Capital Management LP

FEES AND COMPENSATION

        In general, Further Global receives a Management Fee (as defined below) and a carried
interest in connection with advisory services to its clients. Further Global receives additional
compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation will offset in whole or in part the
Management Fees otherwise payable to Further Global. In addition, in certain circumstances
Further Global reserves the right to receive compensation for management and other services
performed in connection with co-investments made in portfolio companies of the Funds.
Investors in a Fund also bear certain expenses.

Management Fees

     Further Global’s Management Fees are described in the relevant Fund’s Governing
Documents.

         Each Fund’s management fee (each, and as applicable, a “Management Fee”) will be
reduced by an amount equal to 100% of Transaction Fees attributable to investors not designated
as “affiliated partners.” “Transaction Fees” include 100% of any: (i) directors’ fees, financial
consulting fees, or advisory fees paid to the relevant General Partner with respect to any
investment of the applicable Fund; (ii) transaction fees paid to the relevant General Partner with
respect to any investment of the applicable Fund; and (iii) break-up fees with respect to Fund
transactions not completed that are paid to the General Partner, in each case net of certain
expenses (including those described below) as set forth in the applicable Partnership Agreement;
but not including, in any event, any amount received by the relevant General Partner, or other
person from a portfolio company (A) as reimbursement for expenses directly related to such
portfolio company, (B) as payment for services provided to any portfolio company in the
ordinary course of such portfolio company’s business or (C) as compensation for services
provided by the relevant General Partner or other person as an employee of or in a similar
capacity for such portfolio company. To the extent that such an offset credit would reduce the
Management Fee for the relevant period below zero, the credit will be carried forward for future
application against payable Management Fees, and if a credit remains upon liquidation, a
payment will be made crediting limited partners unless a limited partner has elected to waive
such amount (e.g., where an adverse tax consequence potentially will result). Various costs and
expenses will reduce Transaction Fees (and therefore such amounts will not reduce the
Management Fee), including out-of-pocket costs and expenses (including travel expenses, which,
for the avoidance of doubt, shall include first class and/or chartered airfare) incurred by Further
Global or the General Partners in connection with any consummated or unconsummated
transaction or in connection with generating any such Transaction Fees. To the extent that any
other fund or any other entity or individual co-invests alongside a Fund in any portfolio company
investment, any Transaction Fees will be allocated among the Fund and the co-investors in
proportion to the cost of the investment or potential investment in the portfolio company held (or
committed to be held) by each. Moreover, investors who participate in a closing after a Fund’s
initial closing date will bear the Management Fee from the initial closing date, and generally will
be expected to pay an interest component to Further Global.

        As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to
the Fund’s then-current net asset value. As further specified in the Governing Documents, from
the effective date of the relevant Fund until a date specified in the Governing Documents (the
“Stepdown Date”), Management Fees generally will be charged based on a formula tied to the
amount of the relevant Fund’s aggregate investor capital commitments (“Commitments”).
Further, after the Stepdown Date, Management Fees generally will be charged and calculated
based on a formula tied to the amount of investment contributions (including, where applicable, a
Fund borrowing component (including interest expenses) and the amount of any capitalized
Transaction Fees or expenses) made by the relevant Fund relating to investments that have not
been realized, permanently written down or completely written off for U.S. federal income tax
purposes (such investments, “Impaired Value Investment”). Due to differences in the criteria
set forth in their respective Governing Documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or
more other Funds.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions.
Conversely, the Governing Documents do not require Management Fees to be reduced or
refunded following the occurrence of a writedown, decrease (including a significant decrease) in
fair value or other event not constituting a complete realization, such as a partial sale or
disposition, reorganization, recapitalization (including recapitalizations involving dividends),
roll-over investment in connection with a sale or dividend distribution, except in the case of
investments meeting the relevant Impaired Value Investment standard under the Governing
Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of
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TYPES OF CLIENTS

        Further Global provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Further Global’s related duties to and practices on
behalf of its clients and/or investors should be construed accordingly. The Funds include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and include, directly or indirectly, principals or other employees of Further Global and
members of their families, Operating Partners or other Service Providers retained by Further
Global.

        Each Fund generally has a minimum investment amount of $10 million for third-party
investors, and interests in each Fund are offered and sold solely to qualified purchasers (or
qualified knowledgeable Further Global personnel). Further Global is permitted to waive such
minimum investment amount, but generally will not permit an amount less than $100,000 (or
other amounts as specified by Cayman Islands law).

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Further Global is a private investment firm focused on private equity, equity-like, debt,
and debt-related investments in the financial services related businesses, predominantly in North
America, with a focus on the sub-sectors discussed herein (the “Financial Services Sector”).
The Firm’s investment advisory services consist of identifying and evaluating investment
opportunities, negotiating investments, managing and monitoring investments, and achieving
dispositions for investments. Investments are predominantly in non-public companies, although
investments in public companies are permitted. Further Global generally intends to make Fund
equity, equity-like, debt and debt-related investments of between $75 million and $200 million

per portfolio company and expects to have the ability to execute larger transactions by offering
co-investment to certain of its investors and certain third-parties.

        Illustrative transactions that Further Global generally executes for its Funds include but
are not limited to: management buyouts of private or public companies; growth capital
investments to support acquisitions and other expansion initiatives; divestitures; ownership
transitions; sponsor sales; distressed recapitalizations and special situations.

        Further Global seeks to identify investment opportunities in the Financial Services
Sector, with a focus on the following sub-sectors:

       Wealth & Asset Management
       Insurance
       Insurance Services
       Business Services
       Financial Technology
       Capital Markets
       Banking
       Specialty Finance
       Other financial services related companies1

        Whenever possible, Further Global seeks to make control investments in its portfolio
companies but, due to the particular nature of the Financial Services Sector, a minority position
can be required or appropriate due to factors such as regulation, management alignment, size,
and investment thesis. Further Global will generally seek to be the lead or co-lead investor in its
portfolio companies, but when required will look to assemble investor consortiums of like-
minded partners that can help the Firm drive value.

       Once an investment opportunity has been identified, Further Global seeks to implement
an effective operating strategy to improve the performance of the acquired company by (i)
developing restructuring and operating plans, (ii) building the management team and (iii)
providing significant resources to portfolio companies.

       There can be no assurance that Further Global will achieve the investment objectives of
any Fund and a loss of investment is possible.

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. Further Global will aim to take a two-pronged
approach towards sourcing investment opportunities: The first prong will be an opportunistic
strategy, leveraging the senior investment team’s network of industry relationships, expertise,
and differentiated approach to generate attractive deal flow. The second prong will be a thematic

        During the course of the investment period of a Fund, the Firm may choose to invest in other sub-sectors
        within the Financial Services Sector, which appear to present attractive opportunities for such Fund. The
        determination of whether any particular type of sub-sector (or investment therein) is considered an
        attractive opportunity is subject to change based on, among other considerations, changes in market
        conditions and perceived risk/return considerations.

strategy utilizing the senior investment team’s industry expertise and network to identify industry
trends that it believes will play out over the life of the Fund. Once these trends have been
identified, Further Global will seek to develop investable themes that the Firm believes are best
situated to capitalize on these trends. The Firm will then conduct an in-depth review of the
relevant sub-sector, identifying key industry players and proactively meeting with management
teams.

         To execute the due diligence process, the Firm will utilize the expertise of its senior
investment team and one or more of its senior advisors in addition to its broader industry
network. Where appropriate, the Firm will engage third party Service Providers to assist in due
diligence, valuation, and deal execution. The due diligence process is focused on verifying that
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