Fvlcrum Partners LLC

5.    Fees and Compensation
Below is a discussion of how the Adviser will be compensated in connection with providing
advisory services to the Fund. The Adviser may enter different fee arrangements on an investor-
by-investor basis. It is critical that all Fund investors refer to the Fund’s governing documents for
a complete understanding of how the Adviser and its affiliates are compensated for advisory
services.

Item 5.A.
The following information is a summary only and is qualified in its entirety by the Fund’s
governing documents:
Management Fee. During the Fund’s investment period, the Fund will pay a management fee (the
“Management Fee”) to FVLCRUM in advance on a quarterly basis in an aggregate amount equal
to 2% per annum of the aggregate invested capital. Thereafter, the Management Fee will be 2%
per annum of the invested capital of the investors in all investments held by the Fund as of the last
day of the preceding calendar quarter (i.e., excluding all investments that have been disposed of,
completely written-off or written-down to the extent of such write-down).
The Management Fee may be paid out of current income and disposition proceeds of the Fund
and, to the extent necessary, from drawdowns of capital which will reduce the remaining invested
capital. FVLCRUM in its sole discretion may allocate any portion of the Management Fee to
affiliates, consultants, or service providers as it deems necessary.
Carried Interest. Distributions from the Fund are subject to a carried interest (the “Carried
Interest”) after a Fund’s investors receive a return of capital and a stated preferred return. Next,
distributions are shared between the investors and an affiliate of the Adviser according to a catch-
up provision, after which the Adviser affiliate receives a Carried Interest of all additional
distributions up to 20%. Distributions are generally made after receipt by the Fund of investment
proceeds relating to its portfolio investments.
Other Fees and Compensation to FVLCRUM and/or its affiliates. Transaction, monitoring,
advisory, investment banking, directors’, breakup and other similar fees (net of expenses) received
by the General Partner, FVLCRUM and/or their affiliates in respect of investments made by the
Fund (“Offset Fees”) will be credited 80% against future Management Fees.
To the extent such offsets would reduce the Management Fee for a given quarter below zero, such
offsets will be carried forward and reduce future installments of the Management Fee.
Offset Fees received by the General Partner, FVLCRUM and their affiliates with respect to any
investment acquired jointly by the Fund and any pooled investment vehicles managed or sponsored
by the General Partner, FVLCRUM and/or their affiliates (each, an “Other Managed Fund”)
shall be applied to offset the management fees received by the General Partner, FVLCRUM and
each such affiliate from the Fund and each such Other Managed Fund, as the case may be, on a
pro rata basis based on the respective interests of the Fund and each such Other Managed Fund in

such investment, irrespective of whether the Fund and/or such Other Managed Funds are actually
entitled to receive a management fee offset pursuant to their operating documents.

Item 5.B.
The annual Management Fees will be payable, quarterly in advance, by the Fund to the Adviser
and Carried Interest amounts are paid directly to an affiliate of the Adviser (generally the Fund’s
general partner) as specified in A, in each case on the terms provided for in the applicable Fund’s
governing documentation.

Item 5.C.
With respect to the Fund, and as more fully described in the Fund’s governing documents, the
Fund will bear costs and expenses relating to its organization and formation, continuation, and
business. Such expenses include:
       Operating Expenses. The General Partner and the Adviser will pay all of their ordinary
       administrative and overhead expenses in managing the Fund investments, including
       salaries, benefits, travel, and rent.
       The Fund will bear, or reimburse the General Partner and the Adviser, all of its expenses,
       including, but not limited to, expenses relating to its portfolio investments (including legal
       and accounting fees and expenses, due diligence, broken deal expenses, and other
       transaction costs incurred in connection with portfolio companies and possible portfolio
       companies), liability insurance, ongoing operating expenses of the Fund (including
       administrative, which includes the cost of the Fund’s administrator, legal and accounting
       fees and expenses), the Management Fee, annual meeting expenses, Advisory Committee
       expenses, expenses of attending portfolio company board meetings and other portfolio
       company meetings, to the extent the portfolio company is unable to bear the expense, and
       any extraordinary expenses.
       Organizational Expenses. The General Partner and the Adviser will pay all of their
       ordinary overhead expenses in managing the Fund investments, including salaries,
       benefits, travel, rent, utilities and other ordinary and recurring expenses of management.
       The Fund will bear, or reimburse the General Partner and the Adviser, all other fees, costs,
       expenses, liabilities and obligations of the Fund, including, but not limited to, expenses
       relating to its portfolio investments (including legal and accounting fees and expenses, due
       diligence, broken deal expenses, and other transaction costs incurred in connection with
       portfolio companies and possible portfolio companies), liability insurance, ongoing
       operating expenses of the Fund (including administrative, which includes the cost of the
       Fund’s administrator, legal and accounting fees and expenses), the Management Fee,
       annual meeting expenses, Advisory Committee expenses, expenses of attending portfolio
...

7.    Types of Clients
Currently, FVLCRUM only provides investment advisory services to the Fund.
Investors in the Fund are required to complete and submit a subscription agreement binding them
to the terms of the Fund’s governing documents. The Adviser only admits “accredited investors”,
as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 and “qualified clients”
as defined in Rule 205-3 of the Advisers Act, except that the Adviser in its discretion may admit
investors who are not “qualified clients” as long as it complies with applicable investment
company exemptions set forth in the Investment Company Act of 1940, as amended.
Generally, each purchaser of Class A Fund interests will be required to purchase at least
$3,000,000 of Class A interests and each purchaser of Class B Fund interests will be required to
purchase at least $1,000,000 of Class B Interests, unless such requirement is waived by the General
Partner in its discretion.