Francisco Partners: investment adviser

FP provides discretionary investment advisory services to the Funds on behalf of the relevant General Partner. The General Partners may or may not be under common control with FP, but possess a substantial identity of personnel and/or equity owners with FP. Each General Partner operates as a single advisory business with FP and is deemed registered under the Advisers Act, in accordance with SEC guidance, pursuant to FP’s registration. FP also serves as adviser to certain investment entities that are formed for the purpose of co-investing alongside FP Funds. FP was converted to a Delaware limited partnership in 2012 but is part of a private investment firm originally founded in 1999. FP is owned by its senior management and no individual owns 25% or more of the Firm. The primary focus of FP’s investment advisory activity is researching and advising on private equity investments, often taking the form of privately negotiated instruments such as unregistered equity from both U.S. and non-U.S. issuers, including buyouts, divisional divestitures, recapitalizations, restructurings, and growth equity in technology companies for its “FP Equity Funds” (and such strategy or investment team, “FP Equity”). In addition, to extend FP’s considerable domain expertise and intellectual property into the credit markets, FP has a credit business segment (“FP Credit” and such strategy or investment team “FP Credit”) for which it provides investment advisory services to Funds focused on technology-enabled credit and other credit strategies (each an “FP Credit Fund”). The investments of the Funds are generally referred to herein as “portfolio companies.” Although the primary focus of each Fund (other than an FP Credit Fund) is on private equity investments, FP will, from time to time, recommend other types of investments, including investments in public companies, consistent with the respective Fund’s investment strategy and objectives, as described in the applicable private placement memoranda and/or governing document (including the limited partnership agreements, operating agreements, and similar governing documents) (collectively, the “Fund Documents”) of each Fund. FP generally provides investment advisory services to each Fund pursuant to a separate investment advisory agreement (each, an “Advisory Agreement”). Investment advice is provided by FP directly to the Funds, subject to the direction and control of the affiliated General Partner of such Fund. Persons or entities that invest in the Funds are referred to in this Brochure as “investors” or “limited partners.” FP provides investment advice and other services directly to the Funds and not individually to the investors of such Funds. The applicable General Partner of each Fund generally enters into side letter agreements with certain investors in the Funds, establishing rights 1 Where applicable, includes subsidiaries and alternative investment vehicles related to the Funds.

under, or supplementing or altering the terms of, the applicable Fund Documents and subscription agreements of such Fund with respect to such investors (“Side Letters”). Side Letter provisions include, among other things, different information rights, co-investment rights and other economic rights that may be material, reporting rights, excuse or exclusion rights, waiver of certain confidentiality obligations, certain rights or terms necessary in light of particular legal, regulatory or policy requirements of a particular investor, modification of representations, indemnification and/or liability and other obligations, additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor, veto rights, and liquidity or transfer rights. In addition, FP may from time to time agree to certain matters relating to knowledge transfer, knowledge sharing, training and/or secondments with one or more investors as part of an overall firm relationship. Such additional rights, terms or conditions are generally disclosed to other investors in a given Fund, and such other investors may have the opportunity to elect certain Side Letter provisions, only in accordance with the applicable Fund Documents of that specific Fund. Also, investors will have no recourse against a Fund, the applicable Fund’s General Partner, FP or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such Side Letters, some of which may impact the rights and/or increase the obligations of other investors. In addition, side letter arrangements with certain investors of the Funds impose additional restrictions on investing in certain types of assets, geographies or industries in order to meet certain legal, tax, regulatory, internal policy or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by an applicable Fund. Additionally, as described in Item 11 below, from time to time, pursuant to the terms of the relevant Fund Document of the applicable Fund and FP’s policies, FP expects to provide (or to agree to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to other FP Funds, as well as certain other parties with which FP has a relationship, such as limited partners, other private fund sponsors, corporates, certain strategic advisors, and single investor vehicles. Any restrictions on investments in certain types of securities are established by the General Partner of the applicable Fund and are set forth in the documentation received by each limited partner prior to investment in such Fund. As of December 31, 2025, FP managed approximately $47,051,371,459 of Fund assets, all of which is managed on a discretionary 2 basis.

2 FP does not have ultimate investment discretion with respect to the assets of any Fund as such discretion is retained by the

applicable General Partner of each Fund.

Installments of the management fee payable for any period other than a full quarterly or semi-annual period are adjusted on a pro rata basis according to the actual number of days in such period. Upon termination of an Advisory Agreement, management fees that have been prepaid but have not been earned are generally returned on a prorated basis. Management fees paid by a Fund are indirectly borne by the investors in such Fund. As described below, FP is permitted to reduce or waive the management fee in some circumstances in connection with the receipt by FP or its related persons of various fees paid by actual or prospective portfolio companies. Unless otherwise agreed with a Fund’s investors, management fees will continue to be payable during any term extensions. The Fund Documents set forth the full list of terms under which management fees will be reduced, offset or otherwise be limited, and consequently limited partners should expect to bear the full specified management fees rate in the Fund Documents until they are reduced in the circumstances and on the date(s) specified therein. The Fund Documents provide the General Partner with wideranging 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 the General Partner and its affiliates. In making such determinations, the General Partner is subject to potential conflicts of interest. For example, the potential to earn additional compensation can create an incentive for the General Partner to make investments and to hold investments longer than otherwise would be the case in the absence of the Fund’s management fee and carried interest compensation arrangements. Transaction fees and other fees and expenses allocated to a portfolio company at the time of investment are generally capitalized into the amount of invested capital. Accordingly, to the extent that management fees are calculated based on invested capital, this would increase the amount of management fees paid to FP. Please see “Fee Structure” in Item 11 below for a further discussion of management fees and associated conflicts of interest. The management fee is also generally subject to waiver or reduction by the General Partner of such Fund, in its sole discretion. The fee structures described herein may be modified from time to time and fees may differ from one Fund to another, as well as among investors in the same Fund. Certain waived portions of the management fee are treated by the Fund Document of the relevant Fund as a deemed capital contribution by the relevant General Partner, which is effectively

invested in the relevant Fund on such General Partner’s behalf. Any such contribution reduces the amount of capital contributions the relevant General Partner would otherwise be required to contribute to the relevant Fund. Any balance of fees or waivers eligible for offset against the management fee which have not been offset by the subsequent reduction of the management fee prior to the dissolution of a Fund shall be paid by the General Partner to the investors. Carried Interest Funds will also allocate a portion of their investment profits to their General Partners, as a “Carried Interest,” as discussed in Item 6 below. Each General Partner of a Fund is a related person of FP. Carried Interest paid by a Fund is indirectly borne by investors in such Fund and certain Funds and investors in such Funds may incur lower or no Carried Interest. Related Services FP and its affiliates typically perform management, advisory, transaction-related services, financial advisory, and other services (“Related Services”) for actual or prospective portfolio companies or other deal-related investment vehicles of the Funds, including services in connection with mergers, acquisitions, add-on acquisitions, financings, refinancings, dividend recapitalizations, public offerings, sales, credit origination, loan syndication, loan arrangement, loan servicing, and similar transactions. FP and its affiliates, from time to time, receive cash, equity, and other non-cash fees, and reimbursements for certain out-of-pocket expenses, for such Related Services which have historically and could in the future exceed the management fee. In certain cases, such fees will be paid in securities of portfolio companies or investment vehicles (or rights thereto) or otherwise. Although Related Services fees are in addition to the management fees paid by the Funds, FP will, in some circumstances, reduce future management fees in connection with the receipt of these Related Services fees. The calculation of such reduction varies from Fund to Fund and is described in the applicable Fund Document. Additionally, any placement fees paid by the Funds in connection with arranging the Funds result in a reduction of management fees. All such reductions will be credited on a regular basis and, in general, in the subsequent quarterly or six-month period, as applicable. To the extent any such credit would reduce the management fee for a given management fee period below zero, such credit will be carried forward for future application. To the extent any such excess remains unapplied upon dissolution of a Fund, each limited partner of such Fund generally will receive its share of such unapplied excess, unless such limited partner elects not to receive its share. Generally, the portion of the fees subject to offset allocable to capital invested by a Fund, co-investment vehicle or third party investor that does not pay management fees or to capital committed by an investor that does not pay management fees will be retained by FP and such amounts will not offset the management fee. The amount of these fees is disclosed in the annual financial statements of the applicable Fund. Even in circumstances where transaction fees would be completely offset against management fees under the Fund Documents, a General Partner’s or its affiliates’ receipt of transaction fees when due from portfolio companies provides a benefit to a General Partner or its affiliates in that it generally results in earlier availability of such amounts relative to management fee due dates.

Limited partners will not receive interest or other compensation for the time period between transaction fee receipt and the later date of offset of the relevant amounts (if any) against the relevant management fees. FP and its affiliates provide capital markets services to the Funds and their portfolio companies (“FP Capital Markets Services”) and may receive finder, placement, underwriting, syndication, solicitation, financial advisory, consulting, structuring, offering, arranging, financing, servicing and administration fees and/or other similar fees, spreads, discounts, commissions and concessions, bonuses, retainers and reimbursement of expenses for such FP Capital Markets Services (collectively, “Capital Markets Fees”) subject to the terms and conditions of each Fund’s Fund Documents. For certain Funds, in accordance with such Fund’s Fund Documents, such Capital Markets Fees will not reduce the management fee payable to FP or its affiliates by such Fund. For the avoidance of doubt, the management fee is not reduced by any fees: (i) paid to FP or its personnel in respect of Related Services after a Fund has exited (or is in the process of exiting) an investment; (ii) that accrue to the benefit of former FP employees or other persons who are or become unaffiliated with FP (even if any such fee is earned during their tenure with FP); or (iii) that accrue to the benefit of FP employees or other persons who are affiliated with FP prior to their association with FP (even if any fee received in kind is realized or otherwise converted to cash during their tenure with FP). Certain other fees and reimbursements that are generally not considered a Related Service fee and do not reduce the management fee payable by a Fund include, but are not limited to, the following: (i) fees or expenses borne by a Fund directly; and (ii) any amounts paid by a former portfolio company, such as directors’ fees a former portfolio company pays an FP employee who remains on the company’s board of directors following the Fund’s disposition of its investment in the company. From time to time, FP may, in its sole discretion, agree to pay a portion of a Related Service fee received from an actual or prospective portfolio company to a third party (“Third Party Fee”), such as a consultant, advisor, finder, broker, investor, co-investor or investment bank. In such event, the Third Party Fee is not a fee that FP is entitled to retain and therefore, FP is not required under the terms of the applicable Fund Document to share such Third Party Fee with the Funds. In many cases, with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio company. FP and/or its affiliates have discretion over whether to charge Related Services fees or other compensation to a portfolio company and, if so, the rate, timing, and amount of such fees or other compensation. The ability to charge such compensation generally will give rise to potential conflicts of interest between the Funds, on the one hand, and FP and its affiliates, on the other hand as discussed in Item 11 below. Expenses In addition to the management fee and Carried Interest payable to FP and the General Partners, respectively, each Fund bears certain expenses. As is typical for private investment funds, the

Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds. As set forth more fully in the applicable Fund Document of each Fund and as allocated according to such Fund Documents and FP’s policies, each Fund, unless otherwise noted in the following list, bears all expenses relating to such Fund’s activities, investments and business to the extent not reimbursed by a portfolio company, including: • fees, costs, expenses, liabilities and obligations attributable to structuring, organizing, acquiring, identifying, sourcing, pursuing, negotiating, investigating (and conducting diligence with respect to), developing, researching, financing (including the costs and expenses incurred in obtaining, negotiating, entering into, effecting, maintaining, varying or terminating such borrowings and commitments and interest arising therefrom), refinancing, holding, managing, operating, valuing, dissolving, winding up, liquidating, terminating, restructuring, taking public or private, selling or otherwise disposing of such Fund’s investments (including follow-on investments); • fees, costs and expenses attributable to FP Capital Markets; • recruiting fees, background checks, and relocation expenses related to consultants and portfolio company personnel; • expenses incurred in connection with the disposition of investments (including closing, execution and other transaction costs); • expenses and fees generated in the course of organizing, maintaining, administering, restructuring, operating, and negotiating joint ventures arrangements or platform investments; • expenses related to the organization and formation of certain “special purpose vehicles” or similar structuring vehicles created for purposes of accommodating certain tax, legal, and regulatory considerations of investors (“SPVs”) incurred solely for the benefit of the SPV will typically be borne by the SPV, and indirectly, the investors thereof; • expenses of the types borne by a Fund but associated with any feeder fund (including those formed for the benefit of employees and affiliates of such Fund) or similar vehicle organized to facilitate the participation of certain investors in the Fund (including, without limitation, expenses of accounting and tax services) may be borne solely by the Fund and indirectly, the investors thereof (under certain circumstances, even if such investors do not participate in any such feeder fund or similar vehicle); • expenses of a feeder fund and any intermediate entities through which such feeder fund invests in a Fund (including those related to operation, winding up, dissolution and liquidation of, and all taxes incurred in connection with, related to or imposed on that the General Partner determines are attributable to) will typically be borne by the limited partners participating in such feeder fund and partnership expenses and organizational expenses of a Fund will be shared pro rata by the feeder funds that invest in such Fund; • extraordinary expenses and other similar fees and expenses, including such fees and expenses, or other liabilities or obligations, incurred for transactions not consummated including those for which co-investment may have been contemplated (“Broken Deal Expenses”) (including, among other things, certain legal, accounting, transaction, advisory, consulting, other similar fees paid to FP or FP’s affiliates or other third party expenses (including amounts payable to FPO (as defined below)), any travel and travelrelated expenses, all fees, costs and expenses of lenders, investment banks, and all other

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financing sources and forms of leverage in connection with arranging financing for a proposed investment (including commitment fees), any break-up fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (i.e., KYC) investment entities with a financial institution, commitment fees that become payable in connection with a proposed investment, expenses incurred in connection with any tax, audit, investigation, settlement or review of the Funds, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated); from time to time, certain expenses that benefit a co-investment vehicle or co-investor may be borne solely by the applicable Fund or Funds and may not be borne by any benefiting co-investment vehicle or co-investor; interest, including the interest costs associated with a Fund’s borrowing through a subscription line or credit facility in order to make an investment, and if a portion of such investment is syndicated out to another Fund both Funds will, subject to the terms of the Fund Documents, share such interest costs; legal (including all litigation (including discovery requests), arbitration, settlement and indemnification costs, expenses, judgments and settlements); consulting (including fees of affiliated consultants and including consulting and retainer fees and other compensation or expense reimbursements paid to, provided to or on behalf of consultants performing or providing investment-related services; engineering and research (including any research or other service that may be deemed to be bundled for the benefit of such Fund), as well as the information technology systems, including licensing fees, used to obtain such research and other information; auditing, accounting, and administration, including the costs associated with the use of certain third party administrators (some of which may be portfolio companies or third party captive service providers) to provide services such as coordination of the Funds’ legal, actuarial, accounting, auditing, administration (including fees and expenses associated with the third party’s administration or reporting software, web portal or extranet, if any), prime brokerage, loan servicing and pricing, lending, banking, antimoney laundering, clearing and settlement, syndication and solicitation, arranger, legal entity management function, anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Fund, rating agency, execution, and recordkeeping associated with applicable tax elections and filings, support for the valuation process and investor correspondence, including any fairness opinion, and investor data management and reporting requests as well as data collection required for, and preparation and distribution of, various regulatory reporting with which the Funds are required to comply for which employees of such service providers dedicate substantially all of their time to the Funds and the expenses related to such service provider employees are borne by the Funds, even if there is some overlap in services performed by such third party administrator and FP personnel; preparation and filing of financial statements, tax returns, reporting, and registrations (including certain general partner registration expenses) including any information requests, and conforming to investor-requested reporting templates, such as the

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Institutional Limited Partners Association (“ILPA”), which differ from FP’s standard form of reporting; expenses associated with the preparation, distribution or filing of Fund-related or investment-related financial statements, tax returns, tax estimates, Schedules K-1 (or equivalent), and a Fund’s compliance with applicable laws regulations, including administrative or regulatory filings, reports, or disclosures (including Form PF and/or filings pursuant to the Private Funds Act (As Revised) of the Cayman Islands) or other information as they relate to the Funds’ activities, including fees, costs, and expenses of any third party service providers and professionals related to the foregoing, and out-ofpocket costs and expenses, if any, associated with any third party examination or audits (including similar services) of a Fund or FP that are attributable to the operation of such Fund or requested by one or more investors in a Fund, compliance with any financial account reporting regime applicable to the Fund including any such obligations arising under out of any rules adopted by the Securities and Exchange Commission or other regulatory agency, any alternative investment vehicle, and/or the General Partner (including FATCA, the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard, and any similar laws, rules and regulations), and any fees, costs and expenses of any third party service providers and professionals related to the foregoing; custody, currency conversion, and brokerage, including the brokerage and transaction costs when FP utilizes the services of broker-dealers for limited purposes relating to transaction-related services for a Fund, the practice of which is discussed in more detail in Item 12 below; depositary (including pursuant to the Alternative Investment Fund Managers Directive 2011/61/EU, including all national, implementing or supplementary measures, laws, and regulations), costs associated with a Swiss representative and paying agent (pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and the Financial Services Act 2018 and the implementation thereof); third party diligence software and service providers and subject and industry-matter research and experts; expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) for the benefit of a Fund (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by FP) to the Fund for any internally generated AI Technologies); finder fees and expenses, including those related to third party advisors and consultants who provide services relating to deal sourcing and investment opportunities, for which such advisors and consultants are paid compensation or other fees and/or are reimbursed for certain expenses; all insurance premiums for director and officer liability and errors and omissions insurance, financial institution bond insurance, cybersecurity insurance premiums, and extraordinary administrative or operating expenses, including insurance of which FP and its affiliates are beneficiaries;

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expenses incurred in connection with complying with provisions in investor Side Letters, including “most favored nation” provisions and the costs and expenses of any service providers retained in connection therewith, costs and expenses incurred preparing materials to facilitate the ongoing compliance with the Fund Documents and side letters (including compliance operating manuals, investor trackers, and other related documentation); Advisory Board (as defined in Item 11 below) meeting expenses (and including set-up costs, speaker fees, honoraria, dining, entertainment, and travel and travel-related expenses) as well as other Advisory Board expenses (including legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist the Advisory Board and other expenses incurred in connection with Advisory Board action); travel and travel-related expenses (including, where appropriate, all travel expenses for first class or business class travel (or the equivalent cost to the extent private aircraft is used), black car ground transportation, accommodations, meals, events, and entertainment); limited partner meetings and related meal and entertainment expenses and the costs and expenses of hosting annual or special meetings or conferences of the Funds’ investors (including set-up costs, venue presentation, speaker fees, lodging, honoraria, dining, entertainment, travel, and travel-related and other expenses and other meeting or conference-related costs regardless of whether all investors are invited to participate in or attend such meetings and regardless of whether persons other than Fund investors attend the meeting), meetings with one or more prospective investor(s) during fundraising (including prospective investors during fundraising and current Fund investors) and expenses of attendees who are not existing investors that also attend such meetings or conferences; and any other fees and expenses approved by a Fund’s Advisory Board.

Each Fund also bears expenses indirectly to the extent a portfolio company pays expenses, including certain expenses of FP and/or its affiliates. Except as described above as a Fund expense or other portfolio company expense, the Firm generally will pay all ordinary administrative and overhead expenses incurred in connection with maintaining and operating its office(s), including employees’ salaries, rent, utilities, and similar overhead expenses, as specified in the applicable Fund Document and FP’s policies. For certain Funds, expense reimbursements are payable to FP or its affiliates. The nature of these expense reimbursements is disclosed to investors in the relevant Fund Documents. The Funds have different expense reimbursement terms, including with respect to management fee offsets, which may result in the Funds bearing different levels of expenses with respect to the same investment. Portfolio companies may reimburse certain expenses to FP or its affiliates including, without limitation, travel and travel-related expenses, meals and entertainment (including, as applicable, transportation), social and entertainment events with actual or potential portfolio company management and/or employees, clients, borrowers, brokers, and service providers, expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting, and relocation expenses), settlement and indemnification expenses, and certain legal expenses (including legal costs associated with

reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender) and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses incurred by FP in connection with its performance of services for such portfolio company. These expense reimbursements are in addition to the management fees discussed above as well as similar expense reimbursements in connection with services provided by FPO as described more fully below within this Item 5. Expense Allocations From time to time, FP will be required, and will have discretion, to decide whether certain fees, costs, and expenses should be borne by a Fund, on the one hand, or FP, on the other hand, and/or whether certain fees, costs, and expenses should be allocated between or among Funds, FP, coinvestors, and/or other parties. This discretion creates a potential conflict of interest as FP may have incentive to allocate expenses to a particular Fund over another Fund and such discretion may result in a Fund bearing more than its pro rata portion of certain fees, costs, and expenses (including Broken Deal Expenses). FP allocates fees and expenses in accordance with the relevant Fund Documents and FP’s policies. In certain circumstances, one Fund is expected to pay an expense common to multiple Funds (including without limitation legal expenses for a transaction in which all such Funds participate, or other fees or expenses in connection with services the benefit of which are received by other Funds over time), and be reimbursed by the other Funds by their share of such expense. In certain circumstances, FP is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. Such allocations require judgments as to methodology that FP makes in good faith but in its sole discretion and these methods will vary depending on the type of expense. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service will not always reflect the relative benefit derived by such Fund from that service in any particular instance and FP will, under certain circumstances, determine an allocation of expenses to be fair and equitable even where a Fund is required to bear more than its proportional share of such fees or expenses relative to other Funds receiving the same service or participating in the same transaction. In addition, a Fund will bear more or less of a particular expense based on the methodology used, and a Fund will bear more or less of a particular expense based on the number of Funds FP selects to bear the expense in its initial allocation determination. When making expense allocation determinations, FP generally will allocate an expense to one or more Funds that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Funds that were not in existence or otherwise identified as Funds at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases FP will not re-allocate the expense to each such future Fund, and such future Fund(s) will benefit at the expense of other Funds. Co-Investments As described below in Item 11, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in portfolio companies alongside one or more Funds, subject to FP’s policies and the relevant Fund Document(s) and/or Side Letter(s). In addition, FP

advises one or more dedicated co-investment vehicles that will invest in some or all of the Funds’ investments suitable for co-investment. Such dedicated co-investment vehicles may have more favorable rights and/or terms than the Funds and/or other co-investors. Consistent with FP’s policies and the relevant Fund Document of a Fund, if a portfolio companyspecific co-investment vehicle that is expected to invest alongside the Funds in an investment is formed, such entity will bear costs, fees or expenses related to its formation and operation (including costs, fees and expenses related to negotiating the governing documents of such coinvestment vehicle as well as fees and expenses described above), many of which are similar in nature to those borne by the Funds for co-investment opportunities that are consummated. FP intends to structure co-investment opportunities such that the proposed participants in such coinvestment opportunities, including dedicated co-investment vehicles managed by FP or its affiliates, do not bear any Broken Deal Expenses if a co-investment opportunity is not consummated, meaning such Broken Deal Expenses are generally borne entirely by the Fund(s), which will result in the Fund bearing more than its pro rata share of Broken Deal Expenses, except to the extent a dedicated co-investment vehicle has, in its sole discretion, agreed to bear such expenses with respect to specific co-investment opportunities in the binding transaction documents for such investment. FP will have sole discretion in determining the particular allocation of costs, fees, and expenses among Funds and co-investors or co-investment vehicles. This discretion creates a potential conflict of interest as FP may have an incentive to allocate expenses to a particular Fund over another Fund because, for example, different Funds have different fee arrangements, and FP would have an incentive to allocate fewer expenses (including Broken Deal Costs) to higher fee paying vehicles. In addition, FP and its affiliates have discretion to: (i) receive performance-based compensation, management fees or similar fees from co-investors; and (ii) collect customary fees in connection with actual or contemplated investments that are the subject of co-investment arrangements. FPO Additionally, as also discussed below in Item 11, certain of the Funds and their portfolio companies from time to time, engage Francisco Partners Operating Executives, LLC (“FPO”) to provide management and operational consulting services. Therefore, Funds, either directly or through the portfolio companies in which they invest, bear the cost of such consulting services provided by FPO. FPO is not an affiliate of FP. FPO is owned by its senior management and FPO service providers are generally referred to by FP as operating partners (“Operating Partners”) or operating advisors (“Operating Advisors”). FPO fees, including compensation paid to FPO’s Operating Partners and Operating Advisors (which may include cash compensation, portfolio company stock options/equity grants, and/or Carried Interest in the Funds), as well as expense reimbursements, are retained by FPO, are not shared with FP, and do not reduce the management fees paid by the Funds. As discussed above, FP and/or the applicable General Partners have discretion over whether to charge consulting fees to a portfolio company and, if so, the fee rate and amount. FPO fees will, from time to time, also be incurred in respect of portfolio companies and investment targets that do not become portfolio companies. In such cases, in the event FPO (directly or indirectly) provides services with respect to the Funds (or to the extent such services are provided without reference to a particular portfolio company), such FPO fees will be allocated

among the Funds as determined by FP, consistent with the Fund Documents of the applicable Funds and consistent with the treatment of other Broken Deal Expenses (as discussed above). FP’s determination as to the allocation of such fees and expenses shall be binding on the relevant Fund and its investors. The fact that FPO charges consulting fees and receives other compensation from the Funds and portfolio companies may give rise to potential conflicts of interest between the Funds, on the one hand, and FP and or its affiliates, on the other hand, as discussed in Item 11 below; however, FP believes engaging FPO to perform these services is in the best interest of the Funds.

The General Partners’ entitlement to performance-based allocations may create an incentive for FP to take risks in managing the Funds that it would not otherwise take in the absence of such performance-based arrangements, though FP generally considers performance-based compensation to better align its interests with those of its investors. As described above, the General Partners receive a Carried Interest allocation on certain profits of the Funds. FP also advises private funds that are not subject to management fees or performancebased compensation (the “Parallel Funds”). While this practice could present a conflict of interest, FP does not believe this arrangement poses a conflict of interest in practice because such Parallel Funds invest in parallel with the Funds that are subject to Carried Interest. Such investments are generally made and disposed of on the same terms and on a pro rata basis. The payment by some, but not all, Funds of Carried Interest, or the payment of Carried Interest at varying effective rates based on the performance of a Fund, creates an incentive for FP to disproportionately allocate time, services or functions to Funds paying Carried Interest at a higher effective rate, or to allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the Fund Documents of the Funds, this conflict is mitigated, at least in part, by: (i) certain limitations on the ability of FP to establish new investment funds; (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously; and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. See also Item 11 below for additional information relating to how conflicts of interests are generally addressed by FP, including with respect to investment allocations and overlapping investment strategies.

Investment in the Funds is generally only available to institutional investors and certain high net worth investors that are “accredited investors” and/or “qualified purchasers,” within the meaning of Rule 501 of Regulation D under the Securities Act, and as defined in Section 2(a)(51) of the Investment Company Act, respectively. Investment advice is provided directly to the Funds and not individually to investors in any Fund. Investors in FP’s Funds include, among others, governmental and corporate pension and profitsharing plans, corporations, endowments, foundations, estates, private investment funds, insurance companies, sovereign wealth funds, funds of funds, family offices, trusts, and certain high net worth individuals. All investors are subject to applicable suitability requirements. Also, an FP employee who qualifies as a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act may make a capital commitment to one or more of the Funds. Additionally, other persons associated with the Firm and/or its affiliates, including the General Partners, and certain of the personnel of FPO or other service providers retained by the Firm have a capital commitment to one or more of the Funds. The Funds generally have a specified minimum investment commitment as set forth in the Fund Documents, subject to the relevant General Partner’s discretion to accept investment commitments of lesser amounts. As a general matter, there is no minimum capital commitment amount for investors in certain alternative investment vehicles or co-investment vehicles, except as required under applicable law.

Investment Strategies and Methods of Analysis The Firm has developed extensive intellectual property across a wide range of technology sectors, including, but not limited to, application software, infrastructure software, internet, communications, semiconductors and capital equipment, systems, security, healthcare technology, financial technology, education technology, and industrial technology, all of which is used to support the FP Funds in the analysis and understanding of the companies and debt instruments in which the FP Funds invest. This focused approach allows FP to develop proprietary investment ideas and maintain specialized networks to assist in the evaluation of potential equity and credit investment opportunities. FP Equity: FP Equity’s strategy is to invest in equity securities of technology companies. FP Equity seeks to provide transformational capital in situations involving operational complexity, strategic change or other business inflection points and typically invests in public company buyouts, divisional divestitures, private company recapitalizations, growth equity, and sponsored M&A transactions. FP Credit: FP Credit’s strategy is primarily focused on technology-enabled credit opportunities across three sub-strategies: (1) proprietary origination; (2) opportunistic; and (3) stressed/distressed. FP Credit leverages the FP Equity platform to identify and, on occasion, support the evaluation of attractive credit opportunities. In evaluating potential portfolio companies, FP conducts extensive due diligence to analyze, among other aspects, a company’s market and competitive position within that market, cost and revenue drivers, management teams, intellectual property, potential growth opportunities, and potential sources of investment exit. Both the FP Equity investment committee (the “Equity IC”) and the FP Credit investment committee (the “Credit IC”) generally meet on a weekly basis to discuss potential and pending investment and divestment opportunities for the FP Equity Funds or the FP Credit Funds, respectively. FP Equity or FP Credit investment teams conduct a detailed review of the relevant investment opportunity or transaction to facilitate an in-depth discussion with the Equity IC or Credit IC, as applicable, regarding the target company or business, the investment thesis, and transaction tactics. The Equity IC and the Credit IC generally conduct multiple reviews of a particular investment opportunity or transaction prior to investment as well as during investment and at the time of exit.

Risk Factors Investing in the Funds involves a substantial degree of risk. A Fund may lose all or a substantial portion of its capital in investments and investors in Funds must be prepared to bear the risk of loss of their investments in a Fund. There can be no assurance that the Funds’ investment objectives will be achieved or that an investor will receive a return of its capital. Any losses incurred by investors in a Fund will be borne solely by such investors and not by FP or its affiliates; therefore, any losses of FP and its affiliates in such Fund will be limited to losses attributable to their ownership interests in such Fund in their capacity as investors in the Fund. In addition, material risks relating to the investment strategies and methods of analysis described above include the following, each of which is described in the applicable Fund Document. As noted above, FP encourages prospective investors to carefully review the full description of risk factors presented in the applicable Fund Document prior to making a decision to invest in a Fund. Lastly, please also refer to Item 11 for a discussion of conflicts of interest relevant to FP’s operation as an investment adviser to the FP Funds. Risks Applicable to Investment Management Generally Business Risks; Future and Past Performance. Although FP and certain investment professionals of each General Partner have extensive investment experience, any past activities and/or performance results (including, in certain instances, at prior firm(s)) are not necessarily indicative of the future activities, results or performance of an FP Fund. There can be no assurance that a Fund will be able to (i) successfully identify, make, and realize any investment, (ii) successfully implement a Fund’s investment strategy or (iii) generate returns for its investors or the General Partner (or that such returns will be commensurate with the risks associated with an investment in a Fund). While the General Partners aim for returns commensurate with the risks undertaken, achieving any targeted internal rate of return, avoiding losses, making distributions or returning capital from a Fund is not guaranteed. An investment in a Fund, which inherently involves the risk of loss of capital, should only be considered by persons or entities who can afford a loss of their entire investment. Dynamic Investment Strategy; Future Investment Techniques and Instruments. Subject to the terms of the Fund Documents and applicable law, whether or not specifically described herein, the Funds may employ a variety of investment techniques and invest in instruments that FP believes will help achieve the Funds’ investment objectives. Such investments may entail risks not described herein. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may not perform as anticipated for reasons within or outside of FP’s control. In the event such an investment is unsuccessful, this could result in losses to the Funds and the investors. In addition, any new investment strategy or technique developed by the Funds may be more speculative than previous investment strategies and techniques that have already been used and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in the Funds.

Valuation of Assets. There is no actively traded market for some of the securities or financial instruments owned by the Funds. The fair market value of all investments or of property received in exchange for any investments will be determined by FP in accordance with the Fund Documents. Valuations are generally subject to multiple levels of review for approval and ensuring that portfolio investments are fairly valued is an important focus of FP. However, the process of valuing securities or financial instruments for which reliable market quotations are not available is based on inherent uncertainties. The fair market value of an investment may not reflect the price at which the investment could be sold in the market, and the difference between fair market value and the ultimate sale price could be material. The valuation of such investments will be determined by the General Partner in accordance with procedures set forth in the Fund Documents and FP’s policies. With respect to the Funds, the exercise of discretion in valuation by FP, subject to any limitations thereon provided in the Fund Documents, may give rise to conflicts of interest, as valuations (including, for instance, determination of when an investment should be written down or written off) impact FP’s track record and the performance-based compensation allocation in certain Funds is calculated based, in part, on these valuations and such valuations affect the amount and timing of performance-based compensation and calculation of management fees. In particular, the General Partner will face incentives to minimize permanent write-offs of a Funds’ investments, in order to accelerate and increase the payment of Carried Interest and increase the amount of management fees payable. The criteria used by the General Partner in valuing an investment or determining whether an investment is subject to a permanent write-off, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the General Partner’s determination that an investment should be permanently written-off, and the General Partner is not obligated to follow any third party methodology in making its determination on whether an investment should be written-off or whether value can be recovered during the Fund’s holding period. As a general matter, the standards for determining whether an investment should be permanently written-off are intended to be high, and not to apply to investments experiencing partial or temporary declines in value. See also Item 5 above for additional information. In the event that a Fund makes any distribution in kind to investors, the fair market value of such property is expected to be determined by the General Partner, subject to the terms and conditions of the Fund Documents. As there is no guarantee that such valuations will reflect the value for such assets that would be achieved if such assets were sold to a third party, investors in each Fund may not necessarily receive the price for such assets that they would otherwise have received if such assets were sold in a third party sale. If the valuations made by the General Partner are higher than what could have been received if such investments were disposed of to third parties, held to maturity, or otherwise disposed of in another manner, the amount of Carried Interest received by FP, or the timing of receipt of Carried Interest, could be higher and earlier in time than it would have been in such circumstances. Value of a Fund’s Collateral. Evaluating the potential value of a Fund’s collateral involves a high degree of subjectivity and uncertainty, in part due to the fact that companies in technology, technology-enabled, and other growth industries operate in a rapidly evolving marketplace in

which the value of their products, services, and assets is subject to considerable fluctuation or reduction. Additionally, structuring and implementing a security interest that can effectively access collateral involves risks. If the assets securing a Fund’s debt investments deteriorate in value, or if a Fund’s security position is subordinated to or otherwise compromised by other interests seeking repayment from the same collateral, a Fund may not be able to recover the principal balance of its debt investments or any unpaid interest or fees, and may experience losses, which could be exacerbated by any use of leverage by a Fund. In the event of a foreclosure, a Fund may directly or indirectly assume direct ownership of the underlying asset. The liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to a Fund. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase a Fund’s loss. Reliance on Management. Decisions with respect to the management of each Fund will be made by the General Partner of such Fund with the advice of FP. The success of a Fund will depend on the ability of its General Partner and FP to identify and consummate investments, improve the operating performance of portfolio companies, and dispose of investments of such Fund at a profit. The loss of the services of one or more FP persons or partners of the General Partner could have an adverse impact on a Fund’s ability to realize its investment objective. In addition, personnel responsible for managing a particular Fund generally will continue to have responsibilities with respect to other Funds managed by FP. Thus, such persons will have demands made on their time for the investment, monitoring, exit strategy, and other functions of other Funds. Limited Access to Information. Investors’ rights to information regarding the Funds or FP generally will be specified, and in many cases strictly limited, by the Fund Documents. In particular, it is anticipated that FP and its affiliates will obtain certain types of material information from or relating to the Funds’ investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of FP’s control. Decisions by FP or its affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its interest in the Funds may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for an investor to monitor FP and its performance. Additionally, it is anticipated that investors that have representatives on an advisory board generally may, by virtue of such participation, have more or earlier information about the Funds and their investments in certain circumstances than other investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the Funds succeed in asserting confidentiality for requested documents and other materials, and FP reserves the right to withhold certain information from investors subject to such laws for reasons relating to FP’s or its affiliates’ public reputation, business strategy or other reasons. Outside Statements. FP and its employees may have made, and may in the future make, oral and written statements or expressions of intent or expectation to investors in the Funds or their affiliates or acknowledge statements by such persons (“Outside Statements”) regarding the Funds or FP’s activities pertaining thereto. These may include, for example, the anticipated or expected allocation and terms of co-investment opportunities, the anticipated or expected allocation of investment

opportunities to the Funds generally, and other topics often addressed in Side Letters. Such Outside Statements are not legally binding and will not be made known to all investors. Such Outside Statements may influence allocation and other decisions of FP and employees with respect to the operations and investment activities of the Funds and may influence a prospective investor’s decision as to whether to invest in the Funds. There can be no assurance that any Outside Statements will not have an adverse effect on the Funds or any investor. Misconduct of Employees, Independent Contractors, and Third Party Service Providers. Misconduct or misrepresentations by employees and independent contractors of FP, FP or a portfolio company, or by third party service providers could cause significant losses to the Funds. Employee or independent contractor misconduct may include binding the Funds or a portfolio company to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities, concealing unsuccessful trading activities or making misrepresentations regarding any of the foregoing. Losses could also result from actions by third party service providers, including, without limitation, failing to recognize transactions and misappropriating assets. In addition, employees, independent contractors, and third party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial, reputational, and/or competitive harm. Despite FP’s due diligence efforts, misconduct and intentional misrepresentations may be undetected or not fully comprehended, thereby potentially undermining such due diligence efforts. As a result, no assurances can be given that the due diligence performed by FP will identify or prevent any such misconduct. Uncertainty Regarding Investments. Although FP makes every effort to conduct appropriate due diligence prior to making an investment, the due diligence process is subjective and may be required to be undertaken on an expedited basis in order to take advantage of available investment opportunities. In addition, a Fund is relying on limited resources available to it in the due diligence process, including information provided by the target of the investment and third party consultants, legal advisers, accountants, and investment banks. As a result, due diligence may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating investment opportunities. There can be no assurance that FP will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the portfolio companies on an ongoing basis. Conduct occurring at portfolio companies, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on a Fund. In the event of fraud or other criminal behavior by any portfolio company or any of its affiliates, a Fund may suffer a partial or total loss of capital invested in that portfolio company. In addition, investments are subject to the possibility of material misrepresentation or omission on the part of the portfolio company. Such inaccuracy or incompleteness may adversely affect the value of a Fund’s securities issued by such portfolio company. Where applicable, a Fund will rely upon the accuracy and completeness of representations and warranties made by portfolio companies to the extent reasonable when it makes its investments but cannot guarantee such accuracy or completeness. Moreover, a Fund may have limited or no recourse in the event of a material breach of such representations and warranties. Uncertainty of Financial Projections. FP generally establishes the capital structures of companies in which a Fund invests on the basis of financial projections for such companies, which normally

are based primarily on management judgments, with adjustments to such projections made by FP in its discretion. Projections are only estimates of future results that are based upon information received from third parties and assumptions made at the time that the projections are developed. The actual condition of the portfolio companies or other elements of a portfolio company may be worse than anticipated, requiring adjustments such as additional capital or maintenance expenditures, which may not be recoverable, allocable to counterparties, or economic from a standalone perspective. General economic factors, which are not predictable, can have a material impact on the reliability of projections. There can be no assurance that assumptions applied to estimates or projections of market conditions, commodity prices, and supply and demand dynamics are key factors in evaluating potential investment opportunities, which are subject to wide variances based on changes in underlying commodity prices and technical assumptions and may involve a large degree of subjective judgment, will be accurate or that the projected results will be obtained, and actual results may vary significantly from projections or assumptions. Concentration of Investments; Diversification; Risks Inherently Associated with Technology Companies. Funds participate in a limited number of investments, which could result in a Fund’s portfolio becoming highly concentrated and minimally diversified, and the performance of a few holdings or of a particular industry may have a significant adverse effect on a Fund’s returns. In the event the technology sector as a whole declines, returns to Fund investors may decrease. By concentrating its investment strategy on technology and technology-enabled companies, FP’s Funds will be exposed to specific risks such as rapidly changing science and technologies, new competitors and/or improvements in existing products, scarcity of adequate management, technical, scientific, research, and marketing personnel, lawsuits related to patents and other intellectual property, and rapidly changing investor sentiments and preferences. There is no assurance that products or services sold by the portfolio companies will not be rendered obsolete or adversely affected by competing products and services (which risk is heightened when investing in technology or technology-enabled companies) or that the portfolio companies will not be adversely affected by other challenges including from the global macro environment. Intellectual Property. Companies in the technology, technology-enabled, and other growth industries are often highly dependent upon intellectual property. Many target portfolio companies rely on a combination of patent, copyright, trademark, and trade secret protection and nondisclosure agreements to establish and protect proprietary rights. The absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights. Reductions in the legal protection for software intellectual property rights could adversely affect portfolio companies. There can be no assurance that a Fund or a portfolio company will be able to protect a portfolio company’s intellectual property rights or will have the financial resources to do so, and failure to protect such rights could result in material impairment of the portfolio company’s value, and the relevant Fund could incur losses. Accordingly, an investment in one or more of the Funds involves a higher level of risk than an investment that is diversified across sectors that are less dependent upon intellectual property value. Lack of Sufficient Investment Opportunities. The success of a Fund and its ability to generate an acceptable rate of return will depend, in part, on its ability to identify and acquire the securities of attractive portfolio companies on favorable terms. The activity of identifying, structuring, completing, and realizing attractive investments that fall within a Fund’s investment objectives is

highly competitive and involves a high degree of uncertainty. The Funds will be competing for investments with other private investment vehicles, as well as individuals, companies, financial institutions, sovereign wealth funds, and other investors. Competition has increased significantly over recent years as investors continue to search for attractive risk-adjusted returns. Accordingly, while the General Partner believes that investing in technology and technology-enabled companies remains an attractive strategy, there is significant competition for attractively priced investments that may impact a Fund’s ability to locate, complete, and exit investments, which may adversely impact returns to limited partners. Regardless of the volume of a Fund’s investments, limited partners will be required to bear management fees through the applicable Fund’s commitment period as well as other expenses, in each case as set forth in the applicable Fund Document. Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may decide to make an additional investment in such portfolio company. There is no assurance that a Fund will make follow-on investments or that such Fund will have sufficient funds to make all or any of such investments, which may have a substantial negative effect on a portfolio company in need of such an investment. Additionally, such failure by a Fund to make such investments may result in a lost opportunity to increase its participation in a portfolio company or the dilution of its ownership if a third party invests in such portfolio company. Limitations on Ability to Exit Investments. The Funds generally exit investments via private sales (including mergers with or acquisitions of its portfolio companies), initial and secondary public offerings, and refinancings. These avenues may not always be available to the Funds, or timing with respect to these exit mechanisms may be inopportune. As such, the ability for a Fund to exit from and liquidate portfolio holdings may be constrained at any particular time. Leveraged Investments; Availability of Entry Financing; Availability of Additional Financing. Funds may make use of leverage by incurring or having a portfolio company or intermediate entity incur debt to finance a portion of an investment in a given portfolio company or to support the continued development and marketing of the portfolio company’s products or services. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of suitable, attractive leverage is highly dependent on the state of the broader credit markets, which is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage, which may impair a Fund’s ability to consummate investments and/or adversely affect a Fund’s returns. The use of leverage will also result in interest expense and other costs to a Fund that may not be covered by distributions made to such Fund or appreciation of its investments. Leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair the company’s ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates, and could accelerate and magnify declines in such Fund’s investments in a down market. In the event any portfolio company cannot generate adequate cash flow to meet debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of a Fund. The companies in which a Fund invests generally are not rated by a credit rating agency. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is

desirable to sell all or part of a portfolio company, such Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. It is possible that a Fund may decide to repay any leverage with funds drawn from commitments or to make future investments with little or no corresponding leverage. If a Fund decides to pay down any outstanding borrowings or to make investments with little or no leverage, the returns to the investors may be adversely affected. General Credit Risk. While loans originated or held by a Fund or its affiliates are intended to be overcollateralized, one of the fundamental risks associated with a Fund’s debt investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due (i.e., from default or foreclosure), which would adversely impact a Fund’s returns to its limited partners. Therefore, the value of the underlying collateral, the creditworthiness of the borrower, and the priority of the lien are each of great importance. A Fund cannot guarantee the adequacy of the protection of a Fund’s interests, including that collateral could be readily liquidated or that such liquidation proceeds will satisfy the entire outstanding balance of principal and interest on the loan or the validity or enforceability of the loan, maintenance of the anticipated priority or perfection of the applicable security interests nor can a Fund assure that claims may not be asserted that might interfere with enforcement of a Fund’s rights. In the event of a foreclosure, a Fund or an affiliate of a Fund may assume direct ownership of the underlying asset. In the event of bankruptcy of a borrower, a Fund could experience delays or limitations with respect to its ability to realize the benefits of any collateral securing an investment. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the potential losses to a Fund. Additionally, certain of these investments may have interest-only payment schedules, with the principal amount remaining outstanding and at risk until the maturity of the investment. In such cases, a portfolio company’s ability to repay the principal of an investment will be dependent upon a liquidity event or the long-term success of such portfolio company, the occurrence of which is uncertain. Credit Ratings are Not a Guarantee of Quality; Unrated Debt Obligations. Rating agencies rate debt securities based upon their assessment of the likelihood of the receipt of principal and interest payments and do not consider the risks of fluctuations in market value or other factors that may influence the value of debt securities. While a Fund may give some consideration to ratings, ratings may not be indicative of the actual credit risk of the Fund’s investments in rated instruments. A Fund may invest in debt investments which may be unrated by a recognized credit rating agency, which may be subject to greater risk of loss of principal and interest than higher-rated debt obligations or debt obligations which rank behind other outstanding investments of the obligor, all or a significant portion of which, may be secured on substantially all of that obligor’s assets. A Fund may also invest in debt investments that are not protected by financial covenants or limitations on additional indebtedness. In addition, evaluating credit risk for debt investments involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Any of these factors could have a material adverse effect on the performance of a Fund. To the extent a Fund invests in sub-investment grade debt that is also stressed or distressed, the foregoing risks are heightened. Swaps. The Funds may enter into swaps, including total return swaps, rate of return swaps, credit default swaps (including index credit default swaps), and interest rate swaps. Like other financial

transactions, swaps transactions involve a variety of significant risks (e.g., market, credit, counterparty, funding, liquidity, and operational risk) that necessarily depend upon the terms of the transaction and the Funds’ circumstances. Highly customized swaps transactions in particular may increase liquidity risk. Highly leveraged transactions may experience substantial gains or losses in value as a result of relatively small changes in the value or level of an underlying asset or related market factor. Additionally, a swap transaction may be modified or terminated only by mutual consent of the original parties and subject to agreement on individually negotiated terms. Therefore, it may not be possible for the Funds to modify, terminate or offset its obligations under a swap or its exposure to the associated risks prior to its scheduled termination date. Relationships with Borrowers and/or Issuers. Borrowers and/or issuers are or will be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of Funds managed by FP or other FP affiliates in connection with providing arranging, underwriting, financing, syndicating, refinancing, commitment, origination, placement, investment banking, divestment, structuring, loan modification or restructuring, servicing (including loan servicing and special servicing), advisory, asset management, monitoring and oversight of loans, consulting, organizational, administrative (including treasury, collateral management, and affirmation/confirmation), and other services that, although FP determines to be consistent with the requirements of such funds Fund Documents, would not have otherwise been entered into but for the affiliation with FP, and which involve fees and/or servicing payments to FP affiliated entities which are not subject to management fee offset provisions. In connection with such relationships, FP may also make referrals and/or introductions to certain borrowers and/or issuers. A Fund will not share in any fees or economics accruing to FP as a result of these relationships. FP may from time to time participate in underwriting or lending syndicates with respect to portfolio companies and/or investments of a Fund, or otherwise be involved in the offering and/or private placement of debt or equity securities issued by, or loan proceeds borrowed by, the portfolio companies, or otherwise in arranging financing (including loans) for portfolio companies and/or investments or advising on such transactions. FP may also from time to time, on behalf of a Fund or other parties to a transaction involving the Funds, effect transactions, including transactions in the secondary markets where it will from time to time nonetheless have a potential conflict of interest regarding a Fund and the other parties to those transactions to the extent it receives commissions or other compensation from the Fund and such other parties. Risks Applicable to Fund Investments The following is a summary discussion of risks applicable to the potential investment activity of the FP Equity and/or FP Credit Funds; not all risks apply, in full or in part, equally to each FP Equity and/or FP Credit investment strategy: Controlling Interests. Because of its equity ownership, representation on the board of directors, and/or contractual rights, a Fund is often considered to control, participate in the management of, or influence the conduct of portfolio companies in which the Funds have invested. The exercise of control over a company imposes additional risks of liability for actions taken by the portfolio company. If these liabilities were to arise, a Fund may suffer a significant loss.

Non-Controlled Investments. A Fund may hold meaningful minority stakes in publicly or privately held companies and in some cases may have limited minority protection rights. As is the case with minority holdings in general, such minority stakes will not have the control characteristics of majority stakes. Also, it is more difficult for a Fund to liquidate its minority interests than it would be had the Fund owned a controlling interest in such company. Even if a Fund has contractual rights to seek liquidity of the Fund’s minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Fund, especially in cases where the interests of the third party investors in such company have different business and investment objectives and goals. Early Stage Investments. Certain Funds may make investments in early stage companies that have inherently greater risk than more established businesses. Accordingly, the growth of these companies may require significant time and effort resulting in a longer investment horizon than can be expected with lower risk investment alternatives. Such investments can experience failure or substantial declines in value at any stage. Growth Equity Transactions. Certain Funds are permitted to target growth equity investments. While growth equity investments offer the opportunity for significant capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. Growth equity portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities, and a larger number of qualified managerial and technical personnel. Investments in Operating Turnarounds and Carve-Outs. In some cases, the success of a Fund’s investment strategy will depend, in part, on FP’s ability to restructure and effect improvements in the operations of a portfolio company and/or execute a complex divisional carve-out from a corporate seller. There can be no assurance FP will be able to successfully identify and implement such restructuring programs and improvements or successfully execute such carve-outs. Investments in Restructurings; Defaults, Foreclosures, and Bankruptcies. A Fund may invest in restructurings, or previous investments may become subject to restructurings, which in each case may involve portfolio companies that are experiencing or are expected to experience severe financial difficulties which may never be overcome, result in the company becoming subject to bankruptcy proceedings and/or which may also require substantial additional capital or very high amounts of leverage to support continued operations or improve the company’s financial condition. In the event a loan originated or acquired by the Funds is or becomes non-performing, it is possible that FP may foreclose on the collateral securing such loan. Borrowers often contest foreclosure actions, which can take up to several years to conclude, even when their assertions may have no basis in fact. During foreclosure proceedings, a borrower may have the ability to delay, and potentially stay, the foreclosure process by filing for bankruptcy. In addition, certain of the loans that the Funds originates or acquires may be structured so that all or a substantial portion of the principal will not be paid until maturity, which increases the risk of default at that time. Such

investments could, in certain circumstances, subject a Fund to certain additional potential liabilities that may exceed the value of the Funds’ contributed capital. This risk is amplified where a Fund has governance rights, as board members may be subject to additional investigation and the Fund may be subject to potential liability for actions the board took. In addition, under certain circumstances, payments to a Fund and distributions by a Fund to the investors may be reclaimed. Furthermore, such investments may be adversely affected by local statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability, and a bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims or recharacterize investments made in the form of debt as equity contributions. Additionally, such investments are less liquid and more volatile, and such distressed companies may have limited refinancing options. Investments in Highly Levered Portfolio Companies. The use of leverage by portfolio companies involves a higher degree of financial risk than companies that do not employ this strategy. A Fund’s portfolio companies are expected to incur varying degrees of leverage, as a result of which recessions, pandemics, operating problems, and other general business and economic risks (as well as particular risks associated with investing in technology companies described above) may have a more pronounced effect on the profitability or survival of such companies. In addition, this leverage could accelerate and magnify declines in the value of the investments in a down market. Moreover, any rise in interest rates may significantly increase a portfolio company’s interest expense, causing losses and/or the inability to service debt levels. Lenders or other holders of debt senior to the positions held by a Fund will be entitled to a preferred cash flow prior to the Fund receiving a return on its investments. In the event a portfolio company is unable to generate sufficient cash flow to meet the principal and interest payments on indebtedness senior to that of debt or equity held by a Fund or where there is a breach of a performance covenant, a Fund may suffer a partial or total loss of capital invested in the portfolio company. Investment in Junior Securities; Equity and Equity-Like Investments. The securities in which an FP Equity Fund invests are often among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss as, generally, there will be no collateral to protect a Fund’s investment once made. Additionally, certain Funds may invest in structured and/or preferred equity interests, convertible securities, warrants, and otherwise in securities that have equity-like features and may otherwise end up owning equity securities as part of making or owning a debt instrument (e.g., in the case of foreclosure). Any equity interest owned by Funds will generally rank junior to all existing and future indebtedness, including commercial mezzanine loans and senior debt. Further, in the event of a bankruptcy, liquidation, reorganization or other winding-up with respect to an issuer in which a Fund holds an equity interest, a Fund will bear a risk of loss principal as such interests are not generally secured. High Yield Debt. A Fund may invest in high yield debt, which is often rated below investment-grade or unrated, less liquid, generally unsecured or subordinate to other obligations of the obligor, carries greater credit and liquidity risk, and has greater default rates than investmentgrade debt. High yield debt is often issued in leveraged acquisitions or recapitalizations, and issuers may be in poor financial condition or facing competitive issues. These investments can be more volatile due to interest rate changes and may not be publicly traded, and, making it difficult to obtain information as to the true condition of the issuers.

Zero-Coupon and PIK Bonds. A Fund may invest in zero-coupon or PIK bonds. Because investors in such bonds receive no cash prior to the maturity or cash payment date applicable thereto, an investment by a Fund in such securities generally has a greater potential for complete loss of principal and/or return than an investment in debt instruments that make periodic interest payments. Such investments are more vulnerable to the creditworthiness of the issuer and any other parties upon which performance relies. Fixed Income Securities. A Fund may invest in fixed income securities. Investment in these securities may offer opportunities for income and capital appreciation and may also be used for temporary defensive purposes and/or to maintain liquidity. Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations and are subject to price volatility due to factors such as interest rate sensitivity, market perception of the creditworthiness of the company and general market liquidity. Convertible Securities. The investments expected to be made by the Funds include convertible securities, which are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. The ability of a portfolio company to pay a dividend is limited to the extent that the portfolio company does not have sufficient legally available funds for distribution. A convertible security may be subject to redemption at the option of the issuer, which would require a Fund to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Either of these actions could have an adverse effect on the Fund’s ability to achieve its investment objective. Non-U.S. Investments. Each Fund expects to invest a portion of its aggregate capital commitments outside of the U.S. In addition, a Fund may invest in companies that are organized, headquartered or principally operated in the U.S. that have material subsidiaries or operations in, material sales to or other material exposure to foreign countries. Investments in and/or other material exposure to foreign countries involve certain risk factors not typically associated with investing in U.S. securities or instruments, including risks relating to currency exchange matters; exposure to fluctuations in interest rates; differences between the U.S. and foreign investment markets; different legal, regulatory, accounting, auditing, and financial reporting standards and practices; varying levels of government supervision and regulation; higher rates of inflation; controls on, and changes in controls on, non-U.S. investment and limitations on repatriation of invested capital and on a Fund’s ability to exchange local currencies for U.S. dollars; certain economic, social, and political risks; the possible imposition of foreign taxes on income and gains; less developed corporate laws regarding creditors’ rights, fiduciary duties, and the protection of investors; differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights, and other matters; less publicly available information; and information available to a Fund may be less reliable and less detailed than information available in the U.S. Additionally, the legal systems of some non-U.S. countries lack transparency or could limit the protections available to foreign investors, and a Fund’s investments may be subject to nationalization and confiscation without fair compensation. Accordingly, while a Fund endeavors to conduct adequate and

appropriate due diligence in connection with each investment, the nature and extent of due diligence able to be completed will vary based on jurisdiction. Publicly-Traded Securities. A Fund may invest in securities issued by publicly held companies and may hold publicly-traded securities related to an investment. Such investments subject a Fund to risks that differ from those involved with investments in privately held companies, such as greater volatility in valuation, increased disclosure obligations, limitations on the ability to dispose of such securities, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including FP employees, and potentially increased costs associated with each of the aforementioned risks. Restricted Securities. A portion of a Fund’s investments may consist of securities that are subject to restrictions on resale by such Fund because they were acquired in a “private placement” transaction or because such Fund is deemed to be an affiliate of the issuer of such securities. Generally, a Fund will be able to sell such securities only under Rule 144 under the Securities Act, which permits limited sales under specified conditions, or pursuant to a registration statement under the Securities Act. When restricted securities are sold to the public, the Funds may be deemed to be an “underwriter,” or possibly a controlling person, with respect thereto for the purposes of the Securities Act and be subject to liability as such under the Securities Act. In addition, there can be no assurance that the Funds can sell restricted securities at the same trading price as the equivalent securities that are not restricted. Borrower Fraud; Breach of Covenant. For a credit investment, a Fund will typically seek to obtain structural, covenant, and/or other contractual protections with respect to the terms of its investments as determined appropriate under the circumstances. There can be no assurance that such attempts to provide downside protection with respect to a Fund’s investments will achieve the desired effect and potential investors should regard an investment in such Fund as being speculative and having a high degree of risk. Of paramount concern in originating or acquiring the financing contemplated by a Fund is the possibility of material misrepresentation or omission on the part of the borrower or other credit support providers or breach of covenant by such parties. Such inaccuracy or incompleteness or breach of covenants may adversely affect the valuation of the collateral underlying the loans or the ability of a Fund to perfect or effectuate a lien on the collateral securing the loan or otherwise realize on the investment. A Fund will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable but cannot guarantee such accuracy or completeness. Spread Widening Risk. For reasons not necessarily attributable to any of the risks set forth herein (for example, supply/demand imbalances or other market forces), the prices of the debt instruments and other securities in which a Fund invests may decline substantially. Volatility uncertainty in public markets, particularly in debt markets, may have the impact of increasing the spreads between debt instruments and their relevant benchmarks, indicating an increasing risk of defaults. Thus, purchasing debt instruments or other assets at what may appear to be “undervalued” or “discounted” levels is no guarantee that these assets will not be trading at even lower levels at a future time of valuation or at the time of sale. It may not be possible to predict, or to hedge against, such “spread widening” risk.

Prepayment Risk. The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur on debt instruments will be affected by a variety of factors including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal, and other factors. In general, “premium” instruments (instruments whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” instruments (instruments whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. The adverse effects of prepayments may impact a Fund’s portfolio in two ways. First, particular investments may experience outright losses, as in the case of an interest-only instrument in an environment of faster actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that FP may have constructed for these investments, resulting in a loss to a Fund’s overall portfolio. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Risks Arising from Purchases of Debt on a Secondary Basis. A Fund may invest in loans acquired on a secondary basis. To the extent it does so, a Fund is unlikely to be able to negotiate the terms of such debt as part of its acquisition and, as a result, these loans may not include some of the covenants and protections a Fund may generally seek. Even if such covenants and protections are included in the investments held by a Fund, the terms of the loans may provide obligors substantial flexibility in determining compliance with such covenants. In addition, the terms on which loans are traded on the secondary market may represent a combination of the general state of the market and either favorable or unfavorable assessments of particular investments by the sellers thereof. Nature of Loan Priority and Security. A Fund’s assets may include loans that are secured by a fixed or floating lien on some or substantially all of a borrower’s assets. Although secured loans are generally senior in priority, there are many factors that may impact the security, placement, and priority of secured loans in the overall capital structure of the borrower and could adversely affect a Fund’s recovery on its debt investments. For example, unsecured creditors may, in certain cases, have priority over the claims of secured creditors. Additionally, a Fund may not always hold all or even a majority of a secured credit facility, which is typically syndicated to a large number of leveraged loan market participants, resulting in a potentially limited ability to control decisions regarding debts owed to the Fund. Also, many secured credit loan documents contain provisions allowing the borrower to increase borrowing capacity, incur additional debt, encumber certain assets within the collateral package, and/or sell or otherwise transfer assets outside of the collateral package (and cause the release of liens thereon), which could increase the risk that some or all of a Fund’s loans would be undersecured or result in a reduction of enterprise value of the borrower. In certain cases, the borrower and a majority (or other requisite subset of lenders) may also agree to amend the loan documents to permit certain of the foregoing or other actions that may be adverse to the interests of a Fund, in each case, without the Fund’s consent. Lastly, there is no guarantee that all parties to any set of loan documents will interpret terms and provisions in the same way, which could result in litigation that may consume substantial amounts of the General Partner’s time and attention, at times, in amounts disproportionate to the amounts at stake in the litigation. A Fund’s investments in second lien secured debt and other junior debt would further compound the risks described in this paragraph.

Senior Secured Loans. The Funds may invest in a variety of different types of structured equity and debt, including senior secured loans. When a Fund makes a senior secured loan to a portfolio company, it generally takes a security interest in the available assets of the portfolio company, including the equity interests of its subsidiaries, which should help mitigate the risk that such Fund will not be repaid but does not guarantee that a Fund will receive principal and interest payments according to the loan’s terms, or at all. There is a risk that the collateral securing a Fund’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. In some circumstances, a Fund’s lien could be subordinated to claims of other creditors. Second Lien or Other Subordinated Loans or Debt. The Funds may invest in second lien or other subordinated loans (including “mezzanine” loans). In the event of a loss of value of the underlying assets that collateralize the loans, the subordinated portions of the loans may suffer a loss prior to the more senior portions suffering a loss. If a borrower defaults and lacks sufficient assets to satisfy a Fund’s loan, such Fund may suffer a loss of principal or interest. If a borrower declares bankruptcy, a Fund may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. In addition, certain of a Fund’s loans may be subordinate to other debt of the borrower meaning such Fund’s loan will be satisfied only after all senior debt is paid in full and FP’s negotiating capabilities, in general, may be limited. Unsecured Loans or Debt. The Funds may invest in unsecured loans, which have greater price volatility than secured loans and may be less liquid, since they are not secured by collateral and are subject to the additional risk that the cash flow of the borrower may be insufficient to meet scheduled payments after giving effect to the secured obligations of the borrower. In the event of default on an unsecured loan, the first priority lien holder has first claim to the underlying collateral of the loan and could mean no collateral value would remain for an unsecured holder, therefore resulting in a loss of investment to the relevant Fund. Term Loans, Delayed Draw Loans or Revolvers. The Funds may invest in term loans, delayed draw term loans, and revolving loans, together with, without limitation, other instruments described herein, all of which may have restrictions on transfer and limited resale opportunities. A term loan is a loan that has a specified repayment schedule. A delayed draw loan is a loan that typically permits the borrower to withdraw pre-determined portions of the total amount borrowed at certain times. A revolving credit facility differs from a delayed draw loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed draw loans and revolving credit facilities usually provide for floating or variable rates of interest. If a Fund enters into or acquires a commitment with a borrower regarding a delayed draw loan or a revolver, such Fund will be obligated on one or more dates in the future to lend the borrower monies (up to an aggregate stated amount) if called upon to do so by the borrower. These commitments may have the effect of requiring said Fund to increase its investment in a borrower at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). In the event a contractual obligation extends beyond a Fund’s investment period, such Fund would be required to meet such contractual requirements and, if it were unable to do so, would be subject to contractual penalties under such loans.

Covenant-Lite Loans. A Fund may invest in “covenant-lite” loans, which contain limited, if any, financial covenants. Generally, such loans either do not require the obligor to maintain debt service or other financial ratios or do not contain common restrictions on the ability of the obligor to change significantly its operations or to enter into other significant transactions that could affect its ability to repay such loans. As a result, a Fund’s exposure to different risks may be increased, including with respect to liquidity, price volatility and ability to restructure loans, than is the case with loans that have such requirements and restrictions. Speculative Nature of Investments in Stressed or Distressed Debt. The Funds may invest in stressed or distressed debt securities and instruments. Investments in stressed and distressed debt securities and instruments are inherently speculative and are subject to a high degree of risk. Companies experiencing financial distress are often those operating at a loss or with substantial variations in operating results from period to period and may be involved in insolvency proceedings and have the need for substantial additional capital and/or very high amounts of leverage. The value of stressed and distressed debt securities and instruments tends to be more volatile and may have an increased price sensitivity to changing interest rates and adverse economic and business developments than other securities and instruments. Stressed and distressed debt securities and instruments are often more sensitive to company-specific developments and changes in economic conditions than other securities and instruments. Distressed Securities. A Fund is permitted to invest in the securities and obligations, including debt obligations that are in covenant or payment default, of companies experiencing significant financial difficulties and material operating issues, including companies that may have been, are or will become involved in bankruptcy proceedings or other restructuring, recapitalization or liquidation processes. Distressed debt securities are subject to the significant risk of an issuer’s inability to meet principal and interest payments on the obligations (credit risk) and also may be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). The uncertainties inherent in evaluating such investments may be increased by legal and practical considerations which limit the access of the General Partner or FP to reliable and timely information concerning material developments affecting a company, or which cause lengthy delays in the completion of the liquidation or reorganization proceedings. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial distress is unusually high. There is no assurance that the General Partner or FP will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which a Fund invests, a Fund may lose its entire investment or may be required to accept cash or securities with a value less than the Fund’s original investment. Capital Structure Arbitrage. In certain circumstances the execution of a distressed investing strategy involves the ability of the General Partner to identify and exploit the relationships between movements in different instruments within an issuer’s or borrower’s capital structure (e.g., senior bank debt, second liens, debt instruments and other obligations, convertible and non-convertible senior and subordinated debt, preferred equity and common stock). Identification and exploitation of these opportunities involve uncertainty. In the event that the perceived pricing inefficiencies

underlying the investments of an issuer held by a Fund were to fail to materialize as expected by the General Partner, the Fund could incur a loss. Structured Products. A Fund may invest from time to time in structured products, including collateralized loan obligations (“CLOs”) and other pools of loans. A Fund’s investments in structured products will be subject to a number of risks, including risks related to the fact that the structured products will be leveraged. Many structured products contain covenants designed to protect the providers of debt financing to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of a Fund’s investment therein. In addition, if the particular structured product is invested in a security in which a Fund is also invested, this would tend to increase the Fund’s overall exposure to the credit of the issuer of such securities. The value of an investment in a structured product will depend on the investment performance of the underlying assets or interests in which the structured product invests and will, therefore, be subject to all of the risks associated with an investment in those underlying assets or interests such as the possibility of a default by, or bankruptcy of, the issuers of such assets or preferential transfer that can be subordinated to the rights of other creditors under applicable law. The diversification limitations set forth in the Fund Documents will be applied separately to each underlying issuer and/or borrower comprising such structured product, which may result in concentration of a Fund’s investments in a limited number of structured products or issuers and a Fund will be permitted to invest in structured products in excess of its diversification limitations, which may increase the overall risk/concentration of the Fund’s investment portfolio. Dislocated Structured Credit; Regulatory Capital Investments. A Fund expects to capitalize on credit-oriented investment opportunities which may arise as a result of the dislocation of credit markets and/or lenders’ balance sheet pressures, such as primary and secondary structured products, regulatory capital relief, and mortgage servicing rights. The value of such investments can be subject to fluctuations when capital markets are dislocated as a result of volatility in such markets, and the valuation is more subjective when markets are illiquid, which may increase the risk that the estimated fair value of an investment is not reflective of prices at which actual transactions would occur. Furthermore, changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in decreased regulatory capital requirements in the case of banks or similarly regulated entities, which may in turn increase competition for attractively priced investments and reduce the number of attractive investment opportunities available to a Fund arising from current regulatory capital requirements. Lender Liability Considerations and Equitable Subordination. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. By investing in debt instruments, common law principles that in some cases form the basis for lender liability claims could expose a Fund to liability. While believed to be unlikely, because of the nature of certain of a Fund’s investments, a Fund could be subject to allegations of lender liability that may result in litigation and/or a court’s decision to

elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Additionally, if a Fund’s debt investment is in a portfolio company in which a Fund also holds an equity investment, there is a risk that the Fund’s debt investment could be subjected to equitable subordination, recharacterization, and/or subordinated to the claims of other creditors, depending upon the facts and circumstances (including the degree of involvement in management or control wielded by a Fund), any of which would potentially impair the value materially. Lastly, a significant number of a Fund’s investments may involve investments in which the Fund would not be the lead creditor, which could give rise to lender liability or equitable subordination claims affecting a Fund investment without the direct involvement of the Fund. Participation on Creditors’ Committee. A Fund, while it has no obligation to do so, may serve on committees formed by creditors (“Creditors’ Committees”) to negotiate with the management of financially troubled companies that may or may not be in bankruptcy in an effort to preserve or enhance a Fund’s position as a creditor. A Fund may also seek to negotiate directly with debtors with respect to restructuring issues. Even if a Fund chooses to join a Creditors’ Committee, there can be no assurance that a Fund would be successful in obtaining results favorable to it in such proceedings, and a Fund may incur significant legal fees and/or other expenses in attempting to do so, as Creditors’ Committees generally consist of many participants, each of which attempts to obtain an outcome that is in its individual best interests. As a result of service on such Creditors’ Committees, a Fund may be deemed to have duties to other creditors represented by the Creditors’ Committees, which might thereby expose the Fund to liability to such other creditors who disagree with the Fund’s actions or present conflicts of interest that could limit the Fund’s ability to realize the benefits, if any, of the General Partner’s service on the Creditors’ Committee. The Fund may also be provided with material nonpublic information that may restrict its ability to trade in the company’s securities or be subject to other limitations on trading. While a Fund intends to comply with all applicable securities laws and to make judgments concerning restrictions on trading in good faith, a Fund may trade in the company’s securities while engaged in the company’s restructuring activities. Such trading creates a risk of litigation and liability that may cause a Fund to incur significant legal fees and potential losses. As a Fund will indemnify any person serving on a Creditors’ Committee on its behalf for claims arising from the breaches of those obligations, indemnification payments could adversely affect the return on a Fund’s investment in a portfolio company. Risks Applicable to Financial Markets and Global Events Financial Market Fluctuations; Geopolitical Events. U.S. and global equity and credit financial markets experience turmoil from time to time due to, among other factors, geopolitical events, national and international socioeconomic unrest, election results, war or military conflicts, acts of terrorism, trade barriers, financial institutions’ distress events, health crises, and extreme or catastrophic weather and climate-related events, and other factors. These conditions can result in periods of uncertainty, volatility, and instability affecting investment activities, influenced by interest rates, credit availability, inflation, investor or market sentiment, and general economic uncertainty.

Such disruptions can lead to market volatility, liquidity shortages, and disruption to global financial systems, trade, and transport, potentially adversely affecting fund performance, concentration of investment portfolios, portfolio valuations, and the ability to deploy or realize investments or secure leverage for companies or investment funds. Additionally, governments may impose sanctions and other restrictions on certain countries, individuals, and businesses in response to international conflicts or geopolitical events. Changes to laws, regulations, government policies, tariffs, trade controls, or regulatory regimes may magnify these effects on operating companies and financial markets. The ultimate impact of these events on global economic activity and on the operations, financial condition, and performance of any particular industry, business or investee country (and the duration and severity of those effects), is difficult to predict. These matters may cause significant losses to a Fund, limit FP’s or a Fund’s ability to source, diligence, execute, manage, finance, and exit investments, and could adversely affect a Fund’s ability to fulfill its investment objectives. Trade Policy. Trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Funds’ portfolio companies and returns to investors. Inflation; Interest Rate Risk; Benchmark Rate Risk. Inflation is a sustained rise in overall price levels, which can reduce the value of assets and investment returns, negatively impact economies and financial markets, and lead to increased wages, input prices, and borrowing costs, with central banks and governments attempting to manage it through monetary and fiscal policies. Changes in market interest rates can negatively affect the value of a Fund’s investments, impact the ability of companies to refinance debt, and increase the risks inherent in a Fund’s investments, with rising rates generally lowering the price of fixed-rate instruments and falling rates having the opposite effect. To reduce interest rate risk, a Fund may use interest rate transactions like swaps and caps, which involve exchanging fixed-rate payments for floating rate payments or paying a premium to receive payments when a variable rate exceeds a fixed rate, potentially enhancing or harming the Fund’s overall performance. Due to the transition away from LIBOR as a benchmark reference for interest rates, certain bonds and loans held by the Funds now have floating interest rates based on SOFR or other alternative benchmark rates, following regulatory changes and the implementation of the LIBOR Act. SOFR, a relatively new secured index rate based on short-term repurchase agreements backed by U.S. Treasury Instruments, may not perform like the unsecured LIBOR, and its volatility and potential changes in calculation could adversely affect the performance of SOFR-linked floating rate instruments and the Funds investing in them. The use of alternative benchmark rates, like SOFR, for bonds and loans may cause uncertainty, lower or more volatile interest rates, and potential adverse effects on the value and return of floating rate instruments in

which the Funds invest and the interest rates payable by the Funds under their credit facilities, which in turn may adversely affect the performance of the Funds. Risks Applicable to AI and Cybersecurity Artificial Intelligence (“AI”). As the Funds primarily invest in portfolio companies in various technology sectors, the primary risk of AI to the Funds is related to FP identifying, or failing to identify, portfolio companies whose AI technology will ultimately prove successful or the potential disruption AI may have on the Funds’ portfolio companies’ products and/or services, including the potential for volatility and rapid change within the AI and/or software sectors. As the development of AI increases and there is uncertainty regarding regulation of AI, investment in AI portfolio companies or the use of AI by the Funds’ portfolio companies is subject to heightened risk of loss of investment, relative to other types of investments in technology companies. FP may use AI as a part of its investment process, including, but not limited to, using AI in connection with diligencing prospective portfolio companies. FP’s ability to use AI tools may be limited by the effectiveness of its policies, systems, and practices that govern how data is acquired, validated, used, stored, protected, processed, and shared. While FP will under certain circumstances restrict certain uses of third party and open source AI tools, FP’s employees and consultants and a Fund’s portfolio companies will under certain circumstances use these tools, which poses additional risks relating to the protection of FP and such portfolio companies’ proprietary data, including the potential exposure of FP’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse of FP’s or third party intellectual property, which could adversely affect FP, a Fund or a Fund’s portfolio companies. For example, generative AI may be used improperly or inappropriately, lead to the contamination of FP’s proprietary information and render them unable to qualify for patent protection. Use of AI tools may result in allegations or claims against FP, a Fund or a Fund’s portfolio companies related to violation of third party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with opensource software requirements. There can also be no assurance that the usage of AI will enhance any portfolio company’s products or services or be beneficial to any portfolio company’s businesses. The U.S. government has recently taken action against technology companies that could have a material impact on such companies. These actions include directing federal agencies to cease using technology developed by such companies, designating such companies as a “supply-chain risk,” and prohibiting government contractors from utilizing the company’s AI tools or conducting any business with the company. The decision with respect to certain technology companies demonstrates the willingness of the current administration to use supply-chain risk designations, previously confined to hardware, telecommunications, and companies owned by U.S. adversaries, against U.S. technology companies. Portfolio companies that develop, deploy or rely upon AI technologies could be subject to similar actions in the future, particularly if they impose contractual restrictions on the government’s use of their products. The long-term impact on affected technology companies and any other company that becomes subject to similar actions in the future is difficult to predict. These kinds of governmental actions and designations pose a risk to the Funds’ investments. Such actions may also alter the AI technology market more broadly, by for example, shifting competitive dynamics, affecting pricing, increasing costs, and reducing optionality.

Operational and Cybersecurity Risks. Operating companies, portfolio companies, and their service providers are increasingly interrelated and dependent on complex information technology and communications systems, which may be subject to threats or risks such as cyberattacks, breaches or failures including, among other things, the corruption of data maintained online, denial of services attacks on websites, and disruptions due to environmental or man-made disasters. While FP and the Funds’ portfolio companies have practices designed to help prevent or reduce the impact of such potential threats, certain private equity firms and their portfolio companies have been the subject of cyberattacks or other unauthorized access in the past and are likely to continue to face such threats. These threats and risks could adversely affect FP and the Funds’ portfolio companies, despite efforts to adopt technologies, processes and procedures designed to mitigate these risks and help protect the security of their computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to FP or the Funds’ portfolio companies. If FP or a portfolio company experiences a cyberattack, it could result in substantial losses in the form of stolen, lost or corrupted data, payment information, financial information, software, contact lists or other databases, proprietary information or trade secrets, among other items, or civil litigation or regulatory or other actions. Such incidents could cause FP and the Funds’ portfolio companies or their service providers to incur regulatory penalties, reputational damage, additional compliance and remediation costs, including insurance premiums or financial loss. Risks Applicable to Tax and Other Regulatory Considerations General Tax Considerations; Tax Considerations Differ for Each Investor; Tax Law and Reforms. An investment in the Funds involves complex U.S. and non-U.S. tax considerations that will differ for each investor depending on the investor’s particular circumstances and there can be no assurance that the structure of the Funds or of any investment will be tax efficient for any particular investor. The investment decisions of FP and the Funds will be based primarily upon economic, not tax, considerations and could result, from time to time, in adverse tax consequences to and/or additional costs or reporting obligations for some or all investors. No attempt is made herein to summarize the tax consequences for each prospective investor of acquiring, holding or disposing of an interest in a Fund depending on such investor’s particular tax characteristics. Prospective investors are urged to consult their own tax advisors with respect to their specific tax situations. Additionally, changes in tax law and legislative proposals could affect the Funds and investors. A General Partner and FP may take these potential adverse consequences into account in their management and operation of the Funds and in doing so, the interests of the General Partner and FP, on the one hand, may diverge from the interests of the investors, on the other hand. United Kingdom Exit from the European Union. As a result of the United Kingdom (the “UK”) having left the European Union (the “EU”) on January 31, 2020 (commonly referred to as “Brexit”), as of January 1, 2021, EU laws ceased to apply in the UK, though many EU laws were transposed into UK law and will continue to apply until such time that they are repealed, replaced or amended, and the United Kingdom and the European Union agreed to a Trade and Cooperation Agreement that limits the United Kingdom’s level of rights and access to goods and services in the European Union. The legal, political, and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU- and UK-based businesses. As the regulatory

regimes for EU and UK financial services evolve, there could be an adverse impact on the Funds and their investments, including the ability of each Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions). It is impossible to predict the full effect of Brexit on the Funds and their investments, and future changes could have a significant adverse impact on the UK, European and global macroeconomic conditions that could be materially detrimental to investors. Sustainability Matters; Sustainability-Related Legal Developments; Compliance with Global Regimes. FP maintains a Sustainability Policy which it applies, as appropriate, to the investment activities and portfolios of the Funds, consistent with and subject to FP’s primary objective of generating superior risk-adjusted returns to its investors, its fiduciary or other duties, and all applicable legal, regulatory or contractual requirements. Sustainability practices are evolving rapidly, and FP’s approach, including any Sustainability-related principles, frameworks, methodologies, and tools, may vary over time and may not align with the approach used by other asset managers, meet all current or prospective investor expectations or accommodate future market trends. Conflicts of interest may arise when different investors or stakeholders have competing views on Sustainability priorities. FP retains discretion in how it applies its Sustainability Policy and may, in certain cases, determine that full Sustainability integration is not feasible or practical due to cost, timing, data limitations, or other considerations. FP may consider Sustainability factors when evaluating investments where relevant and deemed material, but Sustainability is only one of many factors in FP’s investment process. Sustainability analysis involves subjective judgment and, in evaluating investments, FP often depends upon information and data provided by portfolio companies or obtained via third party reporting or advisors, which may be incomplete or inaccurate and could cause FP to incorrectly identify, prioritize, assess or analyze a portfolio company’s Sustainability practices and/or related risks and opportunities. FP considers Sustainability factors to be relevant to its primary objective of generating superior risk-adjusted returns to its investors; however, FP cannot guarantee that its Sustainability program, which depends in part on qualitative judgments, will positively impact the performance of any individual investment or the Fund as a whole. There is no guarantee that Sustainability considerations will improve investment performance or that Sustainability-related goals will be achieved. FP may also engage with portfolio companies on Sustainability matters, but the success and effectiveness of such efforts cannot be assured. Global Sustainability-related regulatory frameworks, particularly in the U.S., UK, and EU, are evolving and may impose additional compliance burdens and costs on FP, its funds, and portfolio companies. Changes in regulatory expectations, inconsistent standards, and political or legal scrutiny of Sustainability-related initiatives could result in operational challenges, reputational risk, or adverse legal consequences. FP cannot guarantee that its Sustainability-related practices will meet current or future regulatory or market expectations practices or align with government views and priorities. Sustainability-related statements, initiatives and goals as described in this Brochure with respect to a Fund’s investment strategy, portfolio, and investments are aspirational and not guarantees or promises that all or any such initiatives and goals will be achieved. In addition to all of the

foregoing limitations, FP will not take Sustainability factors into account to the extent it believes doing so is not permissible under applicable law, which will be determined by FP in its sole discretion. Privacy Law Compliance Risk. Compliance with current and future privacy data protection and information security laws and regulations in the U.S. and elsewhere (“Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention, and safeguarding of personal data and current and planned business activities of FP, the Funds, and their portfolio companies, and as such could increase costs and require the dedication of additional time and resources to compliance for such entities. Privacy Laws, global data protection laws, and other similar current and emerging laws, which may vary from jurisdiction to jurisdiction, often require stringent operational requirements, potential liabilities and operational and legal obligations, and onerous accountability obligations for controllers and processors of personal data. A failure to comply with such Privacy Laws could result in fines, sanctions or other penalties, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted, and applied, compliance costs for the Funds and/or their portfolio companies are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Other Regulatory Restrictions. Anti-money laundering, anti-boycott, and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent the General Partner or a Fund from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to the acquisition of a portfolio company by one Fund managed by FP may preclude another Fund from making an attractive acquisition or require a Fund to sell all or a portion of certain portfolio companies it owns. A Fund will require each investor to make representations and warranties with respect to compliance with anti-money laundering and sanctions regulations, including those promulgated by OFAC. Where an investor or a related person is or becomes the target of sanctions or otherwise violates or would cause a Fund to violate applicable law, the Fund may be required immediately and without notice to such investor to cease any further dealings with the investor and/or the investor’s interest in the Fund and/or freeze such investor’s assets in the Fund’s possession until the investor ceases to be subject to such sanctions or violations (a “Sanctioned Persons Event”). The Fund and the General Partner have no liability whatsoever for any liabilities, costs, expenses, damages, and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs, and all other professional costs and expenses) incurred by any investor as a result of a Sanctioned Persons Event.

FP as that term is used in relief granted by the staff of the SEC allowing U.S. registered investment advisers to use investment advisory and trading resources of unregistered advisory affiliates subject to the regulatory supervision of the registered investment adviser. FP Operations and its employees who provide services to the Funds are considered under the MOU to be “associated persons” of FP as that term is used under the Advisers Act for purposes of FP’s required supervision. FP Operations has agreed to submit to the jurisdiction of the SEC and to the jurisdiction of the U.S. courts for actions arising under the U.S. securities laws in connection with the investment advisory services they provide for any Funds.

Transactions in certain financial products, including certain mutual fund shares, U.S. government securities, and certain money market instruments are excluded from such reporting requirements. The Code also requires that access persons seek pre-clearance with respect to purchases and sales of most types of securities. These pre-clearance requirements do not apply to transactions in certain investments, including investments in accounts over which the access person has no direct or indirect investment discretion, influence or control. FP access persons who violate the Code may be subject to remedial actions, including, but not limited to, re-training, escalation to senior management, profit disgorgement, fines, censure, demotion, suspension or dismissal. FP access persons are also required to promptly report any violation of the Code of which they become aware. FP access persons are required to annually certify compliance with the Code. FP reserves the right to refine and modify the Code and its other policies and procedures over time. A copy of the Code is available to any Fund, or prospective client upon request to: compliance@franciscopartners.com. Participation or Interests in Client Transactions Certain personnel and affiliates of FP may invest in and alongside the Funds, either through the General Partners, as direct investors in the Funds, or otherwise. A Fund or its General Partner, as applicable, may reduce all or a portion of the management fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, see below. Conflicts of Interest FP and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. FP will devote such time, personnel, and internal resources as are necessary to conduct the business affairs

of the Funds in an appropriate manner, as required by the relevant Fund Document, although the Funds and their respective investments will place varying levels of demand on these over time. In the ordinary course of conducting its activities, the interests of a Fund or its investors may conflict with the interests of FP or its affiliates or one or more other Funds or with their respective affiliates. Handling of Conflicts of Interest Any of the situations discussed below subjects FP and/or its affiliates to potential conflicts of interest. FP and its affiliates will deal with conflicts of interest using their best judgment and discretion. In the case of conflicts involving the Funds, the determination as to which factors are relevant, and the resolution of such conflicts, will be made in the sole discretion of FP, except as required by the applicable Fund Documents. In resolving conflicts, FP considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of business dealing. A summary of FP’s anticipated approach for handling and/or resolving specific conflicts of interest are set forth below. The following factors may alleviate, but will not eliminate, conflicts of interest among FP and the Funds: (i) certain conflicts of interest will be addressed pursuant to set procedures, restrictions or other provisions contained in the relevant Fund Documents; (ii) FP has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; (iii) prior to subscribing for an interest in a Fund, each investor receives relevant Fund Documents, which contain information relating to significant potential conflicts of interest arising from the proposed activities of the Fund; and (iv) an advisory board of representatives of the limited partners of each Fund (“Advisory Board”) will approve or consent to certain material conflict of interest transactions or scenarios, including those specifically delineated in the relevant Fund Documents and referred to the Advisory Board by such Fund’s General Partner. In addition, certain provisions of a Fund’s Fund Documents are designed to protect the interests of investors in situations where conflicts may exist and/or arise, although these provisions do not eliminate such conflicts. To the extent that an investment or relationship raises particular conflicts of interest, FP will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. There can be no assurance, however, that FP will identify or resolve all conflicts in a manner that is favorable to the Funds, and the Funds’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. Contact the FP Compliance Department with questions or concerns not addressed below. Potential Sources of Conflicts of Interest The potential conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not describe all of the potential conflicts that may be faced by the Funds. The conflicts of interest discussed below are not listed in order of importance or priority and may not consider all factors for all possible circumstances, and some conflicts of interest may be more

or less relevant or important depending upon the nature of the particular circumstances. This Brochure should be read in its entirety as other conflicts are discussed throughout. The relevant Fund Documents also discuss conflicts of interest in more detail and should also be read in their entirety. To the extent there is inconsistency as between the Fund Documents and this Brochure with respect to conflicts, the Fund Documents control. Management of the Funds FP may give advice or take actions with respect to the investments of one or more Funds that may not be given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, Funds with similar strategies will not hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles or have access to similar credit facilities. These differences will result in variations with respect to price, leverage, and associated costs of a particular investment opportunity. Personnel of FP responsible for managing a particular Fund generally have responsibilities with respect to other Funds, including Funds that may be raised in the future. Conflicts of interest may arise in allocating time, services or functions of these FP personnel across existing and future Funds. FP personnel have an incentive to allocate more time, services or functions to Funds from which such FP personnel derive a higher economic benefit and/or to better-performing Funds. The Fund Documents of a Fund establish complex arrangements among the Funds, FP, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such Fund Documents. In some instances, the operative provisions of the Fund Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While FP will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Fund or its investors. Although the Fund Documents of the Funds generally contain broad exculpation and indemnification provisions, FP does not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to a Fund under the Advisers Act. As described in Item 4 above, the Funds have entered, or in the future may enter, prior to the closing of such Fund, into Side Letters with one or more of the Fund’s investors which provide such investors with additional or different rights than other investors have pursuant to the Fund Documents, including, but not limited to, different information rights, co-investment rights, and liquidity or transfer rights. A Fund and one or more other Funds may be deemed or may desire to avoid being deemed to hold “plan assets” subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). With respect to ERISA considerations, FP and certain affiliates may be restricted from entering into certain transactions if the investment would trigger ERISA considerations with respect to a Fund, or may be obligated to take certain actions or refrain from taking certain actions in order to avoid an ERISA consideration with respect to such Fund.

From time to time, FP will consult with or co-invest with other parties in the private equity industry. While FP believes that such relationships will result in enhanced investment opportunities for the Funds, it is possible that certain opportunities will not be available to the Funds as a result of such relationships or, if available, such parties’ interests or its obligations to their clients may diverge from that of the Funds’. In addition, such parties may possess inside information concerning specific companies that could limit a Fund’s ability to buy or sell securities issued by such companies. The General Partner of a Fund may, in its discretion, under certain circumstances elect to increase its commitment to such Fund prior to the final close of the Fund without the consent of the limited partners. Any increased commitment by the General Partner will dilute the interests of the limited partners. To the extent that such increased commitment is implemented after a Fund has begun making investments, the General Partner would have information about the Fund’s investments, including regarding their valuation and performance expectations, which the limited partners do not have and that information may inform its decision whether to increase its capital commitment. Therefore, the General Partner would have a conflict of interest in deciding to increase its commitment because a decision to do so may result in the General Partner receiving value that would have otherwise benefitted limited partners. Advisory Board Rights Generally, each Fund has established an Advisory Board, consisting of representatives of investors. A conflict of interest may exist when some, but not all, limited partners are permitted to designate a member to the Advisory Board because, for instance, those designating limited partners will have greater information rights. The Advisory Board may also have the ability to approve conflicts of interests with respect to FP and the applicable Fund, which could be disadvantageous to investors, including those investors who do not designate a member to the Advisory Board. Representatives of the Advisory Board may have various business and other relationships with FP and its partners, personnel, and affiliates. These relationships may influence the decisions made by such members of the Advisory Board. In addition, members of one Fund’s Advisory Board may also be members of another Fund’s Advisory Board. In such instances, a conflict of interest exists because the Funds on which such overlapping Advisory Board membership exists may have conflicting interests and such Advisory Board members may be asked to provide their consent with respect to such conflicts of interest and will not recuse themselves from any such vote. Fees and Expenses The opportunity to receive fees from actual or prospective portfolio companies or other investment vehicles of a Fund creates a conflict of interest between FP, on the one hand, and such Fund and its limited partners, on the other hand, because: (1) the amounts of such fees over time are expected to be substantial; (2) the Fund and its limited partners do not have an interest in FP; and (3) the rights of the Fund and its limited partners to these fees is limited to the reduction of future management fees described above in Item 5. Also, because there is a fixed investment period when

capital may be invested by the Fund, and after which capital from investors in Funds may only be drawn down in limited circumstances, and because management fees are, at certain times during the life of a Fund, based upon capital invested by such Fund, this fee structure may create an incentive to invest capital when FP may not otherwise have done so. From time to time, FP may consider and reject an investment opportunity on behalf of one Fund and FP, or an affiliate of FP, may subsequently determine to have another Fund make an investment in the same investment opportunity. A potential conflict of interest can arise in such circumstances if one Fund benefits from the initial evaluation, investigation, and due diligence undertaken by FP on behalf of the original Fund that had considered the investment opportunity. In light of such activity, FP undertakes a quarterly review process to determine if the original Fund of interest for a particular investment opportunity has changed or remains the same and subsequently determines an appropriate allocation of expenses in its sole discretion and in accordance with its policies and procedures as adopted from time to time. In the event there is a reallocation of expenses among Funds, the Fund that is ultimately allocated the expense typically will not pay interest on any such amounts reimbursed to the Fund that originally was allocated the expense. As described above in Item 5, FP may receive fees in connection with its performance of Related Services. In certain cases, such fees will be paid in securities of portfolio companies or investment vehicles (or rights thereto) or otherwise. In such event, the recipient may act in their own interest with respect to the securities received as a Related Service fee, including, for instance, determining to sell the distributed securities, or hold the distributed securities for such time as such recipient shall determine. The ability of such recipients to act in their own interest with respect to the securities received as a Related Service fee creates a conflict of interest between FP, as an adviser to the Funds and its affiliates, on the one hand, and the Fund, on the other hand, because the recipient’s interests may not be aligned with those of the Funds and the recipient may determine to sell the securities received at a different time, or on different terms, than the Fund would sell its interest. Related Services fees will be in addition to the management fee and the Carried Interest paid by such Fund. FP will determine the amount of these fees, if any, in its own discretion, subject to agreements with sellers, buyers, management teams, the boards of directors of or lenders to portfolio companies, and/or third party co-investors in its transactions. As a result of the Funds’ controlling interests in portfolio companies, FP and/or its affiliates typically have the right to appoint portfolio company board members, or to influence their appointment, and to determine or influence a determination of their compensation. From time to time, portfolio company board members approve compensation and/or other amounts payable to FP and/or its affiliates. FP is not required by the Fund Documents to provide a Fund or its limited partners with information regarding the amounts of these fees, although such fees will be disclosed to the extent required and the amount of such fees are included with other expense items on the Fund’s quarterly and annual financial statements. Similar to fees earned in connection with Related Services, a portfolio company typically will reimburse FP, FPO or service providers retained at FP’s discretion for expenses (including, without limitation, travel and travel-related expenses) incurred by FP or such service providers in

connection with its performance of services for such portfolio company. FP selects service providers and determines the amount of reimbursements for such services in good faith in its discretion; however, the amount of such reimbursements over time is expected to be substantial. FP and its personnel have in the past received, and may, from time to time, in the future receive, certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Fund, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Fund expenses may result in “miles” or “points,” rebates, or credit in loyalty/status programs to FP and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit FP and/or such personnel even though the cost of the underlying service is being borne by the Funds, its investors, and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the management fee offset arrangements described above in Item 5 or otherwise shared with such Fund, its investors, and/or the portfolio companies. In addition, airline travel incurred as a Fund expense for an FP person travelling for appropriate Fund-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Fund-related matter) may benefit such FP personnel to the extent the trip also serves a personal purpose. FP has in the past caused, and may, in its discretion, in the future cause, the Funds and/or their portfolio companies to have ongoing business dealings, arrangements or agreements with persons who are former personnel or executives of FP. The Funds and/or their portfolio companies may bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there may be a conflict of interest between FP and the Funds (or their portfolio companies) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that FP may favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. Investors have in the past or may from time to time in the future be introduced to FP, or may invest in a Fund, by a third party consultant from which FP or a related person purchases products and to which FP or a related person may make payments, including in connection with conferences sponsored or hosted by said third party consultant. In addition, from time to time, FP may recruit a management team to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company, or to undertake a “build-up strategy” to acquire and develop assets in a particular sector or involving a particular strategy. In other instances, a new platform could be formed to recruit an existing or newly formed management team to build such platform through acquisitions and organic growth. In certain circumstances, such platform employees may include former employees of FP, or current or former senior advisors or consultants to FP and its affiliates. The structure of each platform and the engagement of personnel will vary, including whether a management team’s services are exclusive to the platform and whether the members of the management team are employed directly by the platform or indirectly through a separate management company established to manage such platform. Platform structures may change during the investments’ hold period, for instance, in connection with restructurings or dispositions. The management team of a platform investment

may provide services with respect to other platform investments of more than one Fund, or provide the same or similar services for unaffiliated parties. The services provided by the platform management team could be similar to, and in some cases overlap with, the services provided by FP to the Funds. The Fund will bear the expenses of the management team or portfolio company, as the case may be, including any sourcing costs and management costs, overhead expenses, management or other fees, employee compensation (including cash compensation and profitsinterest), diligence expenses or other related expenses in connection with backing the management team or the build out of the platform opportunity. Such expenses may be borne directly by the applicable Fund as Fund expenses or indirectly as the Fund bears the start-up and ongoing expenses of the newly formed platform portfolio company. Such costs, fees, and expenses will not offset the management fee and are in addition to management fees and other compensation (e.g., Carried Interest) received by FP. FP has in the past caused, and may, from time to time, in the future cause, one or more Funds to purchase, and/or bear premiums, fees, costs, and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable General Partner, FP and/or their respective directors, officers, employees, agents, representatives, members of the Advisory Board, and other indemnified parties, against liability in connection with the activities of the Funds. This may include a portion of any premiums, fees, costs, and expenses for one or more general partner liability or other insurance policies maintained by FP that cover one or more Funds and/or FP (including their respective directors, officers, employees, agents, representatives, members of the Advisory Board, and other indemnified parties). FP will make judgments about the allocation of premiums, fees, costs, and expenses for such general partner liability or other insurance policies among one or more Funds, and/or FP on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. While FP makes such allocations in its reasonable discretion, a conflict of interest arises in such allocations because FP has an incentive to allocate expenses away from itself more generally and away from Funds that provide more favorable economics to FP. Fee Structure Based on the nature of the management fee, FP may be incentivized to defer the realization of investments. For certain Funds, until a date specified in the Fund Documents (the “Stepdown Date”), management fees generally will be charged based on a formula tied to a Fund’s aggregate commitments. After the Stepdown Date for such Funds, and for certain other Funds, throughout their entire term, management fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, the amount of any capitalized transaction fees or expenses) made by a Fund relating to the Fund’s aggregate investment(s) in its portfolio companies, other than those that have been disposed of or completely written off for U.S. federal income tax purposes. As a result, and as is generally the case for private equity funds, the amount of management fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund as specified in the Fund Documents. Under the Fund Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, 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 during certain periods. Conversely, the Fund Documents do not require management fees to be reduced or refunded following the occurrence of a write down, 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 standard under the Fund Documents. Where the Fund Documents do not require management fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, the General Partner is incentivized to pursue such transactions. In many circumstances, the calculation of management fees during certain periods in the life of a Fund will include the value of capitalized transaction fees, expenses, costs or other amounts relating to unrealized investments, including such amounts payable or reimbursable to the General Partner and its affiliates. The General Partner and its affiliates have incentives to capitalize such amounts into a transaction to increase the base on which future management fees will be calculated. These incentives run counter to the General Partner’s incentives to reduce the amount of fees, expenses and costs borne by a Fund’s investments in light of the effect of these amounts on a Fund’s carried interest calculations. Even though the determination of whether an investment is written off for management fee purposes is subject to whether the investment is completely written off for U.S. federal income tax purposes, the General Partner still may have discretion in determining whether and when to do so, which impacts the calculation of management fees. There may be occasions when subjective determinations or differences in market practice (including among service providers such as tax advisors and accountants) could lead to differing conclusions as to when a security has been completely written off for U.S. federal income tax purposes. There can be no assurance that a third party or investor would agree with the substance or timing of the General Partner’s determination that an investment needs to be written off. As a general matter, the standard is intended to be high and is not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of compensation to the General Partner and its affiliates is dependent in part on an investment’s status as an impaired investment, the General Partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. As discussed above in Item 6, the General Partners of many Funds are entitled to Carried Interest under the terms of the relevant Fund Documents. Such General Partners are affiliates of FP. The existence of the General Partners’ Carried Interest creates an incentive for the General Partners to cause such Funds to make more speculative investments than they would otherwise make in the absence of performance-based compensation. However, the investment made by FP or its affiliates in a Fund, the “clawback” (i.e., a General Partner’s potential requirement to return excess amounts of Carried Interest pursuant to the Fund Documents) obligation of the General Partner, and the fact that the preferred return is calculated on an aggregate basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of FP’s personnel. This clawback obligation may create an incentive for the General Partner to defer disposition of one or more investments or delay the liquidation of a Fund

if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a clawback situation for the General Partner. In addition, the General Partner may be incentivized to hold on to investments that have poor prospects for improvement in order to receive ongoing management fees in the interim and, potentially, a more likely or larger Carried Interest distribution if such asset’s value appreciates in the future. This incentive is increased by the presence of the clawback obligation of the General Partner. Fund-Level Borrowing The Funds will, from time to time, enter into borrowing arrangements that require the Funds to be jointly and severally liable for the borrowings. If one Fund defaults on such arrangement, the other Funds may be held responsible for the defaulted amount. The Funds, from time to time, borrow funds or enter into other financing arrangements for various reasons, including to pay fund expenses, management fees or organizational expenses, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions or to cover any shortfall resulting from an investor’s default or exclusion. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all limited partners in such Fund on a pro rata basis, including the General Partner. The Funds will also utilize subscription facilities in a manner that will benefit co-investors and joint venture partners. For example, a Fund will borrow to fund an investment that may ultimately be syndicated to coinvestors. Certain parties participating in an investment (including any co-investment party and/or joint venture partner) are not expected to bear their pro rata share of expenses relating to the subscription facility used for making an investment (including, without limitation, interests expenses, origination, and other costs.) As a result, the Fund is expected to bear a disproportionate cost in connection with the extension of credit. In addition, because co-investment parties and the General Partner are not expected to be parties to the subscription facility, the Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of such other parties. In addition, credit facilities for certain Funds are available to provide borrowed funds directly to the portfolio companies of such Funds, in which case such borrowed funds would be guaranteed by such Funds. In such instances the Funds would bear the sole liability for the borrowed funds in the event of a default, and as a result, such portfolio company and any of its other investors (including any co-investor and co-investment vehicles) would benefit from the credit risk taken by the Funds as a result of such guarantees. To the extent the Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, the Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and could make net IRR calculations higher than they otherwise would be without Fund-level borrowing, as these calculations generally depend on the amount and timing of capital contributions. The interest may accrue on any such outstanding borrowings at a lower rate than

any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Fund. Thus, while the Fund will bear the expense of borrowed funds, such borrowings can also increase the Carried Interest received by the Fund’s General Partner or would result in the Fund’s General Partner receiving Carried Interest earlier than it would otherwise have by decreasing the amount of distributions from the Fund that are required to be made to Fund investors in satisfaction of any preferred return. In such cases, the General Partner therefore has a conflict of interest in deciding whether to borrow funds because the General Partner may receive disproportionate benefits from such borrowings. To the extent a subscription facility is due upon demand by a lender (such as upon an event of default or otherwise), such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults as a result of such liquidity constraints and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. The batching of capital calls may amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in a Fund as a result of restrictions imposed on such transfers by the lender. Borrowing by the Fund will generally be secured by capital commitments made by the limited partners to the Fund and/or by the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by the Fund may cause the realization of Unrelated Business Taxable Income (“UBTI”). The use of Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Fund and each such credit facility. Therefore, as the subscription credit facilities utilized by the Funds may have different terms, while the Funds may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Fund Documents, the investment return can, in certain circumstances, differ among the Funds as a result. FP Policies and Procedures Policies and procedures implemented by FP, from time to time, including as may be implemented in the future, to mitigate potential conflicts of interest and address certain regulatory, legal, and contractual requirements may reduce the positive synergies across FP’s areas of operation or expertise that a Fund expects to draw on for purposes of pursuing attractive investment opportunities. Because FP has other activities beyond any one Fund, it is subject to a number of actual and potential conflicts of interest, additional regulatory considerations, and more legal and contractual restrictions than that to which it would otherwise be subject if it focused only on a Fund and/or if it did not pursue both private equity and credit investments. For example, it is possible that, in the future, FP may establish information barriers or other forms of separation between certain strategies or professionals, such as (without limitation) those who are primarily involved in trading marketable securities or liquid instruments or credit investments, on the one

hand, and other professionals, such as those who are primarily involved in privately negotiated or illiquid investments, on the other hand, and in any such event it is possible that a Fund may not be able to avail itself of the full resources of FP. For example, the establishment of an information barrier may impact FP’s ability to source investment opportunities for a Fund from other strategies that FP manages, and a Fund could be adversely affected as a result. There can be no assurance that walling off procedures can, nor will, be implemented efficiently or successfully in all cases. Conflicts with Respect to Receipt of Confidential Information and Data Given the nature of FP’s business and investment activity, FP routinely comes into possession of confidential information and occasionally comes into possession of material nonpublic information that may be relevant to an investment decision to be made by a Fund. Consequently, a Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or FP’s internal policies and practices. Due to these restrictions, a Fund may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold. FP has a number of policies and procedures and practices in place to monitor for and prevent the misuse of material nonpublic information and confidential information. FP receives and/or generates various kinds of portfolio company data and other information, including related to, or created in connection with, financial, industry, market, business operations, trends, budgets, plans, employees, contractors, customers, suppliers, competitors, other metrics and data, financial information, commercial and transactional information, user data, cost data, related data or information, and/or data analytics. This information may, in certain instances, include confidential and/or sensitive information received or generated in connection with efforts on behalf of one Fund’s investment (or prospective investment) in a portfolio company. FP also intends to utilize such data for purposes of identifying new investment opportunities or analyzing existing investments for the Funds. Information from a portfolio company owned by a Fund may enable FP to better understand a particular industry, enhance FP’s ability to provide advice or direction to another portfolio company’s management team on strategy or operations, and develop and execute investment strategies in reliance on that understanding for FP and other Funds that do not own an interest in such portfolio company, without compensation or benefit to such Fund or its portfolio companies. Further, data is expected to be aggregated across the Funds and their respective portfolio companies and, in connection therewith, FP is expected to serve as the repository for such data, including with ownership, use, and distribution rights therein. FP may also share data from a portfolio company of one Fund with a portfolio company of another Fund or with portfolio companies within the same Fund, which may create a competitive disadvantage for, and indirectly harm, such portfolio company. Portfolio companies may incur incremental expenses in collecting and organizing information requested or required to be furnished to FP (which expenses are indirectly borne by the Funds). Under certain circumstances, FP will, from time to time, enter into formal or informal arrangements with portfolio companies or affiliates to facilitate the sharing of data and/or data analytics. Subject to applicable legal, regulatory, and contractual requirements, these information sharing arrangements are designed to allow FP, the Funds, and the Funds’ portfolio companies to better discern economic or other trends and developments. FP believes that all Funds benefit from these arrangements in ways that would be impossible without the ability to aggregate data from across FP’s businesses and the Funds’

portfolio companies. However, information sharing may involve conflicts of interest between the Funds and/or between the Funds and FP. FP may, from time to time, use this information in a manner that may provide a material benefit to FP, its affiliates, or to certain other Funds without compensating or otherwise benefitting the source from which such information was obtained (including the Funds). In addition, FP may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use of distribution, (b) policies, practices and procedures designed to ensure confidentiality of trade secrets and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, FP is generally free to use data and information from a Fund’s activities in its sole discretion for the benefit of FP and other Funds. The sharing and use of information present potential conflicts of interest and any benefits received by FP or its personnel will not be subject to the management fee offset provisions or otherwise shared with a Fund or its investors. It is difficult, if not impossible, to measure exactly the benefits any particular entity receives from these kinds of arrangements, or to provide specific and direct monetary compensation for such information. In addition, FP and its affiliates may utilize such data outside of Fund activities in a manner that may provide a material benefit to FP, without directly compensating or otherwise benefiting the Funds. As a result, FP may have an incentive to pursue investments (on its own behalf or on behalf of the Funds) based on the data that may be accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits FP and/or investments held by other Funds. In addition, FP or an affiliate may actively pursue one or more investment strategies, and may in the future consider new strategies. When FP or an affiliate engages in any such practice, FP or an affiliate is expected to encounter conflicts of interest between the multiple investment strategies. Such conflicts include, but are not limited to, that any FP investment strategy may come into possession of proprietary or confidential information, the receipt of which could limit the ability of other strategies to engage in potential transactions. For example, strategies in receipt of proprietary or confidential information could be restricted from investing or trading as a result, including because of the use of restrictions under non-disclosure agreements, being in possession of material nonpublic information, or otherwise. Additionally, there may be circumstances in which one or more individuals associated with FP will be precluded from providing services to a General Partner or FP because of certain confidential information available to those individuals or to other parts of FP. A Fund’s activities may be constrained as a result of these conflicts of interest, including, but not limited to, the constraints such information may impose on FP’s personnel and their freedom of action. FP will not be under any obligation to decline any engagements or investments in order to make an investment opportunity available to a Fund, and a Fund’s ability to engage in transactions may be affected as a result of relationships that FP may or may not have or transactions or investments FP and its Funds or affiliates may make or have made in relation to such investment strategies.

Allocation of Investment Opportunities As described in the relevant Fund Documents and below, personnel and related persons of FP may be faced with conflicts of interest in determining how much, if any, of certain investment opportunities (including follow-on investments) to offer to an FP Fund. It is FP’s policy to allocate investment opportunities among Funds in a fair and equitable manner over time in and in consideration of relevant factors consistent with its fiduciary obligations, the Funds’ investment strategy, objectives, and Fund Documents, and in alignment with its allocation policies and procedures to address the potential conflicts of interest associated with investment allocations within and across FP Funds. To that end, FP has an Allocation Committee consisting of the Firm’s CEO, CIO, COO, GC, and Investor Relations Partner, which is tasked with reviewing and approving the allocation recommendation of the Equity IC or Credit IC, as applicable. FP’s allocation of investment opportunities among the Funds, affiliates, and third parties and in the manner discussed herein may not, and often will not, result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to others. There can be no assurance that an actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the conflicts of interest to which FP may be subject, discussed herein, did not exist, and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objective. The factors below may also be the basis for why an investment is not allocated to a particular Fund, despite it being an eligible investment for such Fund, and for determining the amount of an allocation a particular Fund receives. FP is not required to, and does not, consider all of the factors described below in any particular investment, and some factors may be more or less important depending upon the nature of the particular investment opportunity and attendant circumstances. In accordance with its allocation policies and procedures, FP generally will allocate investment opportunities based on, in no order of importance or priority, each Fund’s: investment objectives and focus; liquidity and reserves (including reserves for fees, expenses, contractual obligations (including potential collateral requirements)); timing of the investment period, including a rampup or wind-down period; contractual requirements regarding eligible investments, including, but not limited to, asset class restrictions and investment size restrictions; portfolio composition and investment concentration parameters; amount of capital available for investment as well as projected future capacity for investment (including the ability to invest all capital required to consummate a particular investment opportunity) and anticipated co-investment (if any); potential future capital needs for the portfolio investment, including, without limitation, potential for followon investments; transaction sourcing, including potential limitations of contractual counterparty relationships; lender covenants and other limitations; the size, stage of development and anticipated holding period of the prospective portfolio investment; historical and anticipated redemption/withdrawal/repurchase requirements and anticipated future contributions/subscriptions; the suitability as a follow-on investment for a current portfolio investment; the amount and use of leverage, if any, in the proposed capital structure; timing expected necessary to execute an investment; when a pro rata allocation could result in de minimis or odd lot allocations; cash flow and invested capital recycling considerations; industry and other

allocation targets; legal, tax, accounting, contractual or regulatory constraints; changes to Fund investment mandates; structural and operational differences; seniority of an investment and other capital structuring criteria; whether an investment opportunity would enable a Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Funds; the ability to succeed in a competitive process for a specific target; whether the investment opportunity would create a conflict of interest with respect to a Fund, FP or its affiliates; and any other relevant limitations imposed by or conditions set forth in the Fund Documents or deemed relevant by FP in good faith. In certain cases, a Fund will invest alongside other Funds, the General Partners of other Funds, and certain related persons on the basis described in each Fund’s Fund Documents. In addition, an eligible investment opportunity for a particular Fund will, under certain circumstances, be allocated to other Funds. The investment policies, fee arrangements, Carried Interest, investments owned by FP personnel with respect to a Fund, and other circumstances of the Fund, generally vary from those with respect to other Funds. Personnel and related persons of FP have, and are expected to continue to have, capital investments in certain Funds and therefore may have additional conflicting interests in connection with such investments. These relationships also may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. For example, additional conflicts could arise to the extent FP and/or its affiliates, or FP personnel, hold an outsized economic position in any of the participating Funds. In such cases, FP could be incentivized to manage such arrangements in a manner that would enhance the returns of the Funds in which FP and/or its related parties hold a substantial portion of the equity, even to the detriment of other Funds. Investments by more than one FP Fund in a portfolio company may also raise the risk of using assets of one FP Fund to support positions taken by other FP Funds. There can be no assurance that any Fund’s return from a transaction will be equal to and not less than another Fund participating in the same transaction or that it will be as favorable as it would have been had such conflict not existed. When FP is presented with an investment opportunity that is suitable for more than one Fund, FP will follow its allocation policies and procedures and the Fund Documents of the affected Funds, which generally set forth terms with respect to the allocation of investment opportunities. In most cases, (other than certain FP Credit Funds), a successor Fund (as such term is described in the respective Fund Document) does not commence making investments in new portfolio companies until its predecessor Fund has ceased making such new investments. If, however, the Firm determines it is appropriate to allocate a portion of an investment opportunity to a predecessor Fund or successor Fund after consideration of the relevant circumstances (because, for example, a predecessor Fund has remaining available commitments), it may do so in accordance with FP’s policies and procedures and the applicable Fund Documents. However, from time to time, multiple Funds will seek to make new investments concurrently, and investment opportunities may arise that are appropriate for more than one Fund. In addition, FP, in its sole discretion, may allocate the same investment opportunity to multiple Funds, consistent with the Fund Documents and its policies and procedures. In determining which Funds and investment vehicles should participate in such investment opportunities, FP and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. FP attempts to resolve such conflicts of interest in light of its obligations to investors in its Funds and the

obligations owed by FP’s advisory affiliates to investors in investment vehicles managed by them, and attempts to allocate investment opportunities among such entities in a fair and equitable manner over time. For example, FP generally would allocate an investment opportunity requiring an investment below a certain dollar threshold to a Fund with a specific investment strategy and scope that focuses primarily on such investments, rather than to other Funds that focus primarily on larger investments; however, such other Funds are not precluded from making smaller investments if doing so in accordance with FP’s allocation policies and procedures and the relevant Fund Documents. Similarly, FP generally would allocate a credit investment opportunity that does not involve control of a portfolio company to an FP Credit Fund rather than to other Funds that focus on control-oriented equity investments. However, FP retains discretion to allocate all or a portion of a non-control investment to another Fund or account managed by FP that does not invest primarily in credit investments. For example, from time to time, an FP Equity Fund will make investments in non-control investments that are also relevant for an FP Credit Fund. Furthermore, the decision as to whether a Fund or any other Fund or account managed by FP should make a particular follow-on investment, or whether the follow-on investment will be shared in the same proportion as the original investment, may differ from the decision regarding the initial purchase due to a changed determination on this issue by FP. For example, due to FP’s application of the allocation methodology described above, it is possible that a Fund will participate in one or more follow-on investment opportunities related to any FP accounts that have an investment mandate substantially similar to or overlapping with those of a Fund. In some cases, FP’s observation and application of the investment allocation requirements may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. FP and the General Partner of the relevant Fund have formed Parallel Funds to facilitate, from a legal, tax or regulatory standpoint, investments by certain foreign or other classes of investors, the structure and terms of which may differ from that of the Funds, but will invest proportionately in all transactions on effectively the same terms and conditions as the Funds. Specifically with respect to FP Credit, it is anticipated that the investment period of an FP Credit Successor Fund may overlap with that of its predecessor for a period of time spanning multiple investment opportunities. During such time (i.e., until the expiration of the investment period of the predecessor FP Credit Fund), FP may allocate investment opportunities among the FP Credit Successor Fund and the predecessor FP Credit Fund in a manner it determines to be fair and equitable. In making such determination, FP will take into account the allocation factors described above as well as the following additional considerations: the intention of fully deploying capital commitments of the predecessor FP Credit Fund and fully recycling capital to the extent permitted by the terms thereof (subject, in each case, to reserves for fees, expenses, contractual obligations (including potential collateral requirements) and other commitments), as determined in good faith by FP; liquidity considerations in light of the proximity to the end of a specific FP Credit Fund’s investment period or term, any redemption/withdrawal requests, anticipated future contributions, and available cash/callable capital; planned use of available leverage or near-term expected cash inflows (e.g., from investment repayments); funding obligations, committed investments, reserves for amounts necessary to satisfy upcoming redemptions, incentive fees, management fees, and other expenses; the anticipated maturity of the contemplated investment/loan (including both the

legal maturity date and the anticipated actual repayment timeframe) relative to the applicable FP Credit Fund’s term and/or investment period; the desire to re-size risk in the applicable FP Credit Fund’s portfolio (including the potential for the proposed investment to create an industry, sector or issuer imbalance); and with respect to investments that are made available to FP by counterparties pursuant to negotiated trading platforms (e.g., ISDA contracts), the absence of such relationships with one or more FP Credit Funds may result in the investment not being available for such Fund(s). Additionally, since the overall construction of the portfolios of the FP Equity Funds and FP Credit Funds will differ due to their distinct investment objectives, guidelines, and/or investment periods, there may be times when the FP Equity Funds and FP Credit Funds do not divest from the same investment at the same time or under the same terms. Lastly, given the dynamic nature of liquid credit investments as well as the specific guidelines and investment parameters for the FP Equity Funds and the FP Credit Funds, pro rata allocations are not always appropriate. In addition, to the extent FP has discretion over approving a secondary transfer of interests in a Fund pursuant to the Fund Documents or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other agreement), FP will do so in its sole discretion, generally taking into account its own interests as well as certain factors that include, without limitation, some or all of the following factors: evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations; perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen, and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds and/or FP and the expected amount of negotiations required in connection with a potential purchaser’s investment; whether the potential purchaser would subject FP, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media or other burdens; a potential purchaser’s investment into another Fund (including any commitment, or agreement to make a commitment, into an existing or future Fund); requirements and/or acknowledgments in the Fund Documents; and such other facts as it deems appropriate under the circumstances in exercising such discretion. Conflicts Relating to Purchases and Sales of Investments Subject to the Fund Documents, each Fund reserves the right to make independent decisions regarding recommendations of when a Fund should purchase and sell investments. Conflicts may arise when a Fund makes investments in conjunction with an investment being made by another Fund, or in a transaction in which another Fund has already made an investment. A Fund may not, for example, invest through the same investment vehicles or have the same access to credit or investment strategies as other Funds. Occasionally, this will result in differences in price, terms, leverage, and associated costs. Further, there can be no assurance that the relevant Fund and the other Fund(s) or co-investor will exit such investment at the same time or on the same terms. FP does not anticipate entering into principal transactions where FP or any of its affiliates purchases or sells any security for its own accounts from or to the accounts of any Fund. In the event that the Firm causes the Funds to enter into any cross transactions, any required approvals,

including that of the applicable Fund’s Advisory Board (as may be required), will be obtained in accordance with the terms of the applicable Fund Document and any applicable regulatory requirements. Specifically, in certain cases, FP will cause a Fund to purchase investments from another Fund, or it will cause a Fund to sell investments to another Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or FP might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, FP, its affiliates and/or their professionals: (i) will, from time to time, have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment; or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). FP and its affiliates receive management or other fees in connection with their management of the relevant Funds involved in such a transaction, and generally are entitled to share in the investment profits of the relevant Funds. To address these conflicts of interest, in connection with effecting any such transactions, FP follows the requirements set forth in the Fund Documents. To the extent not addressed in a Fund’s Fund Documents, FP will address conflicts of interest that arise in connection with continuation transactions as set forth below. There can be no assurance that any such conflicts can be resolved in a manner that is beneficial to each Fund or portfolio company nor is there any assurance that such transaction will be equally or similarly profitable or advantageous to each participating Fund. Funds, potentially will invest in conjunction with an investment being made by other Funds or in a transaction where another Fund has already made an investment. Conflicts have the potential to arise in connection with such investments. Investment opportunities can be appropriate for more than one Fund at the same or different or overlapping levels of a portfolio company’s capital structure. A Fund will under certain circumstances invest directly or indirectly in companies or other entities in which other Funds or accounts managed by FP have or are currently making a different principal investment (including with respect to relative seniority) or vice versa. Conflicts arise in determining the terms of investments, particularly where these Funds or accounts managed by FP may invest in different types of securities in a single portfolio company. For example, (i) if a Fund makes or has an debt investment in a portfolio company in which another Fund has a debt or equity investment, (ii) if a Fund and other Funds or accounts managed by FP participate in separate tranches of debt or other securities with respect to the same portfolio company, (iii) if a portfolio company in which the Fund has an debt investment and in which another Fund or account managed by FP has an equity investment becomes distressed or defaults on its obligations under the debt investment or (iv) if any other Fund or account managed by FP, through the purchase of debt obligations or otherwise, becomes a lender to a portfolio company in which a Fund has a debt or equity investment, FP will, in each case, generally have conflicting loyalties between the duties to such Fund and to such other Fund or account managed by FP. In that regard, actions may be taken for the other FP Fund or future FP Fund that are adverse to such Fund or vice versa. Questions arise as to whether payment obligations, covenants, and claims should be enforced, modified or waived, whether payments should be accelerated or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether

or not to enforce claims or bring litigation against a portfolio company, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and FP may be incentivized to choose a course of action that benefits one Fund to the detriment of another Fund. In the event that one Fund has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt, and entering into extraordinary transactions. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Funds and/or clients of FP’s affiliates that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the Funds. Investments to finance follow-on acquisitions are a regular part of the business of the Funds. Follow-on investments may present conflicts of interest, including determination of the equity component and other terms of the new financing. In addition, a Fund may participate in releveraging and recapitalization transactions involving portfolio companies in which other Funds have invested or may invest. Recapitalization transactions may present conflicts of interest, including determinations of whether existing investors are selling at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms, and determining the desirability of leverage for the applicable portfolio company. FP will address all such conflicts using its best judgment, but in its sole discretion, subject, in certain cases, to approval by the respective Advisory Boards. Furthermore, a conflict of interest also arises because a Fund that participates in a follow-on investment in a portfolio company held by another Fund will benefit from the initial evaluation, investigation and due diligence undertaken by FP on behalf of the original Fund and from operational or other information about such portfolio company acquired from the original Fund’s ownership of interests in the portfolio company. In such circumstances, such benefitting Fund or Funds will not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. An investment by a Fund in a portfolio company in which another Fund invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other Fund and an investment by one or more other Funds in any such portfolio company may dilute the original Fund’s interest in such portfolio company. If additional capital is necessary for a portfolio company as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, the Funds may or may not provide such additional capital, and, if provided, each Fund will supply such additional capital in such amounts, if any, as determined by FP. In the event one Fund is unable to fund its share of additional capital (e.g., in the event such Fund does not have sufficient available capital), the other Fund may be obligated to fund more than its share of such amount. In such event, one Fund will gain greater exposure to such investment than may have been intended and the other Fund will be

diluted in such investment. The returns of each Fund may be negatively impacted as a result of the foregoing. Investments by more than one FP Fund in a portfolio company will also raise the risk of using assets of an FP Fund to support positions taken by other FP Funds or that a Fund may remain passive in a situation in which it is entitled to vote. There may be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, existing portfolio or liquidity needs. Also, where more than one FP Fund (or its affiliates) invests in the same portfolio company, there can be no assurance that such parties will dispose of investments at the same time or on the same terms. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Fund may realize different returns as compared to the same investment held by another Fund. These variations in timing may be detrimental to a Fund’s performance. At the same time, if FP determines it is advisable for a Fund to exit an investment at the same time as another FP Fund (or its affiliates), the term of which may expire sooner than the former Fund’s, such Fund may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investment. In addition, investors may receive different consideration (for instance, investors in one Fund may receive cash whereas investors in another Fund may be provided the opportunity to receive distributions in-kind), which may impact the realized return ultimately received by each Fund. Finally, in certain circumstances, if more than one Fund is participating in an investment, one Fund may bear more than its pro rata share of expenses relating to such investment if the other Fund(s) does not have the resources to bear such expenses (including, for instance, as a result of insufficient reserves and/or the inability to call capital to cover such expenses). In such circumstances described above, FP could take steps to reduce the potential conflicts of interest between the various Funds, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained, may establish information barriers, certain matters may be referred to an advisory committee or a third party, or a Fund may only invest in securities that seek to align the interests with other investing Funds). Any such steps could have the effect of benefitting one Fund or FP at the expense of another Fund. The application of a Fund’s Fund Documents and FP’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Fund. From time to time, FP will, in its discretion, enter into transactions with investors in one or more Funds, prospective investors, co-investors, personnel, business associates, and other “friends and family” of FP, its affiliates or their personnel, or third parties to dispose of all or a portion of certain investments or assets held by one or more Funds. In exercising its discretion to select the purchaser(s) of such investments or assets, FP will comply with the requirements set forth in the

Fund Documents of the applicable Fund(s), or to the extent not addressed in the Fund Documents of the applicable Fund(s), FP may consider some or all of the factors it deems to be relevant. The sales price for such transactions will be mutually agreed to by FP and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by FP. Although FP is not obligated to solicit competitive third party bids for such sales transactions, receive a third party valuation, obtain a fairness opinion, obtain advisory board approval or to seek the highest available price, it will first determine that such transactions are in the best interests of the applicable Fund(s), taking into account the sales price and the other terms and conditions of the transaction. There can be no assurance, in light of the performance of the investment following such a transaction, that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Fund(s). Any such transactions will comply with the Fund Document of the applicable Fund(s). The Funds will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances, the Funds will also enter into: (a) limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction or a fixed amount as a “reverse termination fee” to the seller entity; or (b) full guarantee arrangements where a Fund agrees to close a transaction even if the debt financing for such transaction is not available or has not been funded. While certain co-investment vehicles with investments contractually tied to the Fund are generally obligated to pay their proportionate share of the equity purchase price (whether pursuant to the applicable Funds’ Fund Documents or otherwise), such co-investment vehicles may not be direct parties to the equity commitment arrangements or guarantees and, in any event, are not obligated to pay their proportionate share of any reverse termination fee. In such a case, in the unlikely event that a co-investment vehicle defaults on an arrangement with the Fund to pay its proportionate share of the equity purchase price (if any) or such an arrangement does not exist, the Fund could be held responsible for the entire equity purchase price or obligations. As discussed below in this Item 11, the Funds, from time to time, co-invest with third parties through partnerships, joint ventures or other similar entities or arrangements. These investments may involve risks and conflicts that would not otherwise be present in investments where a third party is not involved. Such risks include, among other things, the possibility that the third party may have differing economic or business goals than those of the Fund, or that the third party may be in a position to take actions that are inconsistent with the investment objectives of the Funds. There may also be instances where the Funds will be liable for the actions of such third party coinvestors. There can be no assurance that the return of a Fund participating in a transaction with a third party would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. FP, its affiliates, and their partners, officers, principals, and personnel may buy or sell securities or other instruments that FP has recommended to Funds. Officers, principals, and personnel of FP may also buy securities in transactions offered to but rejected by the Funds. A conflict of interest may arise because such investing FP personnel will, for some investments, benefit from the

evaluation, investigation, and due diligence undertaken by FP on behalf of the Funds. In such circumstances, the investing FP personnel will share with or reimburse the relevant Fund(s) and/or FP for any expenses incurred in connection with the investment opportunity in such amounts as determined by FP in its sole discretion. From time to time, FP personnel invest in funds or other entities managed by investors of a Fund, which could incentivize such FP personnel to afford the investor preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other funds compete with a Fund for investment opportunities or invest in competing portfolio companies. Continuation Transactions From time to time, FP may determine that it is in the best interest of a Fund holding an investment (the “selling Fund”) to transact with another Fund (the “purchasing Fund”) in order to provide the selling Fund’s investors with an option to either: (1) receive cash proceeds from the selling Fund’s sale or transfer of a portfolio company and/or (2) “roll” (i.e., retain) their interest in such portfolio company. These types of transactions are often referred to as “continuation transactions.” In connection with such continuation transactions, FP may require the investors in the purchasing Fund to make an additional investment in a Fund or commit to invest in a future Fund. In addition to those conflicts of interest described above under “Conflicts Relating to Purchases and Sales of Investments,” conflicts of interest arise in these continuation transactions because, typically: (i) FP and its affiliates would be charging investors in the purchasing Fund a management fee and Carried Interest (which economics are likely to be different than the selling Fund) and the transactions would have the potential to result in the receipt of additional management fees and Carried Interest by FP and its affiliates; (ii) FP and FP’s employees would be expected to have the ability to make material investments in the purchasing Fund, which, if exercised, may cause them to take actions that benefit the purchasing Fund; (iii) FP would be actively involved in negotiating the terms of the sale on behalf of the selling Fund, on the one hand, and the purchasing Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the continuation transaction); (iv) of the requirement for an investor in the purchasing Fund to make an investment in a Fund or a commitment to invest in a future Fund; and/or (v) such transactions may provide FP and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Fund and/or a future Fund which (a) incentivizes FP to favor such investors because of the potential for FP and its affiliates to earn additional management fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Fund. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the continuation transaction, and FP might determine to allocate certain fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Fund or vice versa. In connection with a continuation transaction, FP will have no obligation to engage in any third party sale or public offering process for such portfolio company prior to the continuation transaction or obtain any independent third party valuation. In the event that a Fund proposes to sell any assets in a continuation transaction and that sale fails to close for any reason, the Fund would typically bear the Broken Deal Costs relating

to the proposed transaction, including (without limitation) the costs of forming and marketing the continuation vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will under certain circumstances also include expenses that would have been attributable to Funds that were expected to participate in the continuation transaction that did not ultimately close. To the extent that another Fund or other vehicle sponsored by FP or its affiliates considers participating in a continuation transaction alongside a Fund, but ultimately does not participate, the Fund is expected to bear the expenses that would otherwise have been borne by the Fund or vehicle that opted out of the transaction. The allocation of continuation transaction expenses raises conflicts of interest, as described in “Allocation of Expenses.” The Fund is expected to bear such amounts irrespective of whether the Fund’s advisory committee or limited partners, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. In addition, continuation transactions can raise conflicts of interest associated with the allocation of investment opportunities. In continuation transactions whereby investors participating in the continuation transaction are given priority rights to roll over their existing interests or otherwise reinvest in an investment opportunity, other Funds and their investors may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Fund’s investment objectives or strategy. To the extent not addressed in a Fund’s Fund Documents, FP will address conflicts of interest that arise in connection with continuation transactions as set forth above under “Conflicts Relating to Purchases and Sales of Investments.” Co-Investment Opportunities FP generally will allocate co-investment opportunities to applicable Funds whose investment objectives are consistent with the applicable investment up to an amount of the transaction deemed prudent by their respective General Partners, taking into account conflicts provisions in the relevant Fund Documents, investment and operating guidelines, diversification limitations, tax and regulatory considerations, minimum dollar limits, and other relevant factors, including risk. FP’s procedures permit it to take into consideration a variety of factors when making co-investment and Co-Invest Party determinations, including but not limited to those discussed herein. If FP determines for a Fund to reduce its exposure to a specific investment opportunity, or if FP determines it is prudent to include one or more third parties in an investment opportunity, or if an attractive investment opportunity exceeds certain thresholds of committed capital for a particular Fund, FP can allocate the investment among other FP Funds as well as limited partners, persons associated with FP, FP accounts, other private fund sponsors, consultants (including members of FPO), service providers, finders, market participants, corporates, strategic partners or advisors, other single investor vehicles or other third parties with which FP may have a relationship (“CoInvest Parties”), in accordance with the relevant Fund Documents, including Side Letters, and its allocation and co-investment policies and procedures. There may be circumstances where an amount that could have otherwise been invested by a particular Fund is instead allocated to one or more Co-Invest Parties. The Funds may co-invest through partnerships, joint ventures or other

entities with Co-Invest Parties that may have economic or business interests or objectives that are different than or conflict with those of the Funds. The size of an investment alone (including a specific position size or in context to vintage) is not determinative as to whether FP offers a co-investment opportunity, or the amount of such an opportunity for co-investment. Each situation is taken in context to portfolio risk or investment risk, including, but not limited to: an attractive investment opportunity exceeds certain thresholds of committed capital for a Fund; position size of the proposed investment (including whether an opportunity exceeds certain thresholds of committed capital of a Fund); vintage risk within the applicable Fund’s portfolio; end-market considerations (including portfolio concentration of a Fund); potential future capital needs for the portfolio investment, including, without limitation, potential for add-on acquisitions; ability of a Co-Invest Party to add value to the investment by virtue of sector, geographical or other knowledge/expertise; amount of capital deployed across the applicable Fund and all FP Funds that year; likelihood to complete other investments throughout the remainder of the year; desire to retain capital to be available for future development in light of the limitations imposed by a Fund’s Fund Documents; whether FP determines it could be beneficial to the investment opportunity, the Fund, and/or FP (including potential strategic benefits to, or establishing, recognizing, strengthening or cultivating relationships that have the potential to provide other benefits to, FP, other FP Funds, and/or the portfolio company); whether the potential Co-Invest Party will make commitments to invest in other Funds (including concurrently with the applicable co-investment); and any other considerations deemed relevant by FP in good faith. FP expects that these factors will lead FP to favor some potential Co-Invest Parties over others with respect to the frequency with which FP offers them co-investment opportunities. FP also expects to allocate certain Co-Invest Parties a greater proportion of an investment opportunity than others as a result of these factors. Any excess amount of co-investment opportunities over that which is allocated to the applicable Funds generally will be allocated to certain Co-Invest Parties, some or all of which may have a relationship with FP. Participation in co-investment opportunities is limited to Co-Invest Parties with such knowledge and experience in financial and business matters necessary to make them capable of evaluating the merits and risks of the prospective investment. The relevant Fund’s General Partner will determine, in its sole discretion, whether a Co-Invest Party is eligible to participate in any co-investment opportunity and may consider some or all of a wide range of factors, which may include its own interests and/or: whether or not the potential Co-Invest Party can be helpful to the investment including (i) the expertise, knowledge and sophistication of the potential Co-Invest Party with respect to the issuer, segment, industry, geographic region or other characteristics that are relevant to the applicable investment, (ii) whether the prospective coinvestor is considered “strategic” to the investment because it is able to offer FP or any Funds and/or entities which it manages certain services or benefits, including, but not limited to, the ability to help consummate the investment and the ability to aid in operating or monitoring the investment, and (iii) the services provided by the potential Co-Invest Party to the issuer of the investment (or otherwise provided by the potential Co-Invest Party with respect to the investment); whether or not the potential Co-Invest Party is a current or previous investor in an FP Fund, or may be an investor in a future FP Fund, including the size and/or timing of the potential Co-Invest Party’s commitment to any Fund or account managed by FP; the size of the potential Co-Invest Party’s possible or requested commitment and its ability to invest an amount of capital that is

consistent with the needs of the investment, taking into account the amount of capital reasonably expected to be needed (including for potential add-on acquisitions and other potential additional investments) and the maximum number of investors that can realistically participate in the transaction; the size of the investment allocation available to the applicable Fund (and not being allocated to any other Funds or accounts managed by FP) and the practicality of splitting the allocation into smaller tranches; whether or not the potential Co-Invest Party can approve the applicable investment pursuant to any applicable internal approval process (including (i) the predictability of the potential Co-Invest Party’s investment process, (ii) whether the potential CoInvest Party has any known investment policies and restrictions, guideline limitations or investment objectives that are relevant to the transaction, including the need for early or recurring distributions, and (iii) the potential Co-Invest Party’s ability to complete its diligence prior to the closing of the applicable investment); whether or not the potential Co-Invest Party can successfully and efficiently execute the applicable investment, in a timely manner with respect to the timeframe in which FP believes favorable transaction terms may be achieved based on its history of consummating co-investment opportunities, and whether the potential Co-Invest Party has the financial and operational resources and other relevant wherewithal to evaluate and participate in a co-investment opportunity; whether or not the potential Co-Invest Party is easy for FP to deal with or if it will be a hindrance to the overall investment process, including (i) FP’s perception of whether the investment opportunity may subject the potential Co-Invest Party to legal, regulatory, reporting or other burdens that make it less likely that the potential Co-Invest Party would act upon the investment opportunity if offered or would impair FP’s ability to execute the relevant transaction in the desired time or on desired terms and (ii) the likelihood that the potential CoInvest Party would require governance rights (including, but not limited to, board or observer rights, access to the management team of the underlying portfolio company or material information rights) that would complicate or jeopardize the transaction (or, alternatively, where the potential Co-Invest Party would be willing to defer to FP and assume a more passive role in governing the investment); whether or not the potential Co-Invest Party has participated in co-investments before and the extent to which such potential Co-Invest Party has previously been provided a greater amount of co-investment opportunities relative to other potential Co-Invest Parties; whether or not the potential Co-Invest Party has expressed an interest in evaluating co-investment opportunities, including the perceived degree of that interest; whether FP believes that allocating investment opportunities to a potential Co-Invest Party will help establish, recognize, strengthen and/or cultivate relationships (including formal or informal strategic relationships) that have the potential to provide longer-term benefits to FP or any Funds which it manages; any tax, regulatory, securities laws, and/or other legal considerations with respect to the potential Co-Invest Party (e.g., qualified purchaser or qualified institutional buyer status); confidentiality concerns that may arise in connection with providing the potential Co-Invest Party with specific information relating to the investment opportunity; any requirements of any third party lenders as to the identity of any investors participating as a Co-Invest Party, or as to the creditworthiness of any potential Co-Invest Party, or as to the number of Co-Invest Parties, or as to other matters with respect to the investors in the transaction; whether the potential Co-Invest Party has any interests in any competitor of the underlying investment; the expected investment holding period; the services provided by the potential Co-Invest Party to the issuer of the investment (or otherwise provided by the potential Co-Invest Party with respect to the investment); the ability of a potential Co-Invest Party to hold investments for longer periods of time (or indefinitely); the size of the potential Co-Invest Party’s interest to be held in the underlying portfolio company as a result of the investment of another

Fund managed by FP (which is likely to be based on the size of the potential Co-Invest Party’s capital commitment and/or investment in such entity); whether the potential Co-Invest Party is likely to pay management fees and/or Carried Interest; whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Funds (i.e., a stapled co-investment opportunity); and other factors relevant to FP. The factors above are not listed in order of importance or priority and FP is not required to, and does not, consider all of the factors described above in any particular investment, and some factors may be more or less important depending upon the nature of the particular coinvestment opportunity and attendant circumstances. These co-investment or syndication activities may present conflicts of interest in determining how much of certain investment opportunities will be offered to a Fund. See Item 6 above for a discussion of side-by-side management. In addition, co-investment vehicles will, from time to time, be formed to make investments alongside a Fund. In such cases, the co-investment vehicle may be provided a priority right to make co-investments in some or all of the investments made by such Fund. The existence of such a priority right may significantly reduce or eliminate co-investment opportunities available to other potential Co-Invest Parties. Furthermore, decisions regarding whether and to whom to offer co-investment opportunities will be made by FP or its related persons in consultation with other participants in the relevant transactions, such as a co-sponsor. In general: (i) no investor in a Fund (including those that have established dedicated co-investment vehicles) has a right to participate in any co-investment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities; (ii) co-investment opportunities typically will be offered to some, and not other, FP investors, in the sole discretion of FP or its related persons, and investors will often be offered a smaller amount of co-investment opportunities than originally requested and not all investors will be offered the same number of co-investment opportunities as other investors in the same Fund (including those with the same, larger or smaller capital commitments to such Fund); and (iii) certain persons other than investors in the Funds (e.g., other Funds managed by FP, consultants, joint venture partners, persons associated with a portfolio company, and other third parties, including persons who FP believes will provide a benefit to a Fund and/or one or more portfolio companies or who provide a strategic sourcing or similar benefit to FP, a Fund, and/or a portfolio company and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise), rather than one or more investors in a Fund, will, from time to time, be offered co-investment opportunities, in the sole discretion of FP or its related persons. Additionally, non-binding acknowledgements of interest in co-investment opportunities do not require FP to notify the recipients of such acknowledgements if there is a co-investment opportunity. However, FP, from time to time, agrees to give particular investors, Funds or other third parties priority access to co-investment opportunities. The existence of such priority or other contractual co-investment access rights could affect FP’s decision to offer certain opportunities for co-investment and could limit the ability of Funds or their investors to be offered certain coinvestment opportunities. In the event FP determines to offer a co-investment opportunity to Co-Invest Parties, there can be no assurance that the closing of such co-investment will be consummated in a timely manner, that

the co-investment will take place on the terms and conditions that will be preferable for the Fund, or that expenses incurred by the Fund with respect to the syndication of the co-investment will not be substantial and the Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. Further, it is possible that a potential Co-Invest Party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from FP as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. In the event that FP is not successful in offering a co-investment opportunity to potential Co-Invest Parties, in whole or in part, the Fund may consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended and would bear the entire portion of any fees, costs, and expenses related to such investment, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. An investment that is not syndicated to co-investors as originally anticipated could significantly reduce a Fund’s overall investment returns. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Service Providers FP and/or its affiliates engage certain service providers to provide services to FP, the Funds and/or the portfolio companies of the Funds, including services during the due diligence and acquisition process. Such service providers or their affiliates are, in certain circumstances, investors or prospective investors in a Fund or affiliates of such investors or prospective investors and may include, for example, investment or commercial bankers, outside legal counsel, pension consultants, and/or other investors or prospective investors who provide services (including mezzanine and/or other lending arrangements). The engagement of any such service provider may be concurrent with an investor’s admission to a Fund, or during the term of such investor’s investment in the Fund. This creates a conflict of interest, as FP may give such investor preferred economics or other terms with respect to its investment in a Fund, enhanced information or may have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor. In addition, from time to time, portfolio companies and the Funds pay certain fees to other consultants introduced or arranged by FP and/or its affiliates that may regularly provide services to one or more portfolio companies, and such fees also do not offset the management fee. FP or its affiliates and service providers often charge varying amounts or may have different fee arrangements for different types of services provided. FP and its affiliates will pay different rates and fees than those paid by the Funds and/or its portfolio companies, which will not offset the management fee or otherwise benefit the Funds, to the extent the services required differ. Certain other service providers to FP, the Funds, and/or the portfolio companies, or affiliates of such service providers, may also provide goods or services to or have business, personal, financial or other relationships with FP, its affiliates, or their respective portfolio companies. Such service providers (or their employees) may also source investment opportunities, be co-investors or commercial counterparties or entities in which FP and/or the Funds have an investment, and payments by a Fund and/or such portfolio companies may indirectly benefit FP and/or such Fund.

The Funds have in the past and may, from time to time in the future pay a fee to an investment bank with respect to a particular transaction which fee may, in whole or in part, reflect a payment to the investment bank for finding investment opportunities for FP and the Funds in the future. As a result, the Fund paying the fee to the investment bank may not receive the benefit of the future deals sourced by the investment bank and the other Fund to which an investment opportunity is allocated will not be required to reimburse the paying Fund for such fee. FP generally exercises its discretion to recommend to a Fund or to a portfolio company thereof that it contract for services with: (i) FP or a related person of FP (which may include a portfolio company of such Fund); (ii) an entity with which FP or its affiliates or current or former members of their personnel has a relationship; (iii) an entity from which FP or its affiliates or their personnel otherwise derives financial or other benefit; or (iv) FPO. This subjects FP to conflicts of interest, because, although FP selects service providers based on the best interest of the Fund, FP may have an incentive to recommend the related or other person because of FP’s financial, familiarity, performance or other business interest. There is a possibility that FP, because of such belief or for other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Whether or not FP has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. FP and the Funds will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest (e.g., cross transactions and other affiliated transactions). Members of the law firms engaged to represent the Funds may be investors in a Fund and may also represent one or more portfolio companies or investors in a Fund. In the event of a significant dispute or divergence of interest between Funds, FP, and/or its affiliates, the parties may engage separate counsel in the sole discretion of FP and its affiliates, and in the case of litigation and other circumstances, separate representation may be required. Additionally, FP, the Funds, and the Funds’ portfolio companies will, from time to time, engage other common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to FP, the Funds, and/or the portfolio companies. This may result in FP receiving a more favorable rate on services or FP receiving a discount on services. This creates a conflict of interest between FP, on the one hand, and the Funds and/or portfolio companies, on the other hand, in determining whether to engage such service providers, including the possibility that FP will favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Funds and/or the portfolio companies. Neither the Funds nor investors in the Funds will receive the benefit of any such favorable rate or discount provided to FP, its personnel or its affiliates, and the management fee paid by any Fund will not be reduced in connection with such favorable rate or discount. FP may be required to complete tasks that can be accomplished either by its employees (including secondees) or by third party service providers or vendors. FP’s allocation of such tasks may be influenced by whether FP or a Fund would bear the fees and expenses of a third party service provider or vendor. Due to, among other things, limited internal resources, FP may be incentivized

to allocate such tasks related to Funds to third party service providers or vendors (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third party service provider or vendor), such that the Funds would bear the fees and costs thereof. FP from time to time may cause the Funds to bear the full cost and expense of engaging certain third party service providers on behalf of a portfolio company. In the event a Fund is not the sole shareholder of the portfolio company, other shareholders will benefit from the costs incurred by such Fund and will not reimburse the Fund for their pro rata portion of the cost of any such service provider. Certain service providers and/or their affiliates and personnel may invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships with FP and the timing of services, these persons have the potential to have information advantages relative to other investors or co-investors, and in certain circumstances could be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors or could be offered co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with service providers for the provision of goods or services to FP, the Funds, and/or their respective portfolio entities. FP manages such conflicts and makes allocation judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. Services required by a Fund (including some services historically provided by FP or its affiliates to the Funds) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of FP or its affiliates. This can create a conflict of interest because FP and its affiliates have an incentive to outsource such services at the expense of the Funds to, among other things, leverage the use of FP personnel. Such services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depository, data processing, client relations, administration, appraisal, custodial, marketing and marketing reviews, accounting, valuation, legal, human resources, client services, compliance, cybersecurity, corporate secretarial and tax support, director services, and other similar services. Outsourcing may not occur universally for all Funds and accordingly, certain costs may be incurred by a Fund for a third party service provider that is not incurred for comparable services by other Funds. The decision by FP to initially perform a service for a Fund in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third party service provider in the future and FP has no obligation to inform such Funds or investors of such a change. Such services may also supplement or be performed alongside services performed by FP. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs, fees and expenses of any such third party service providers will be borne by the relevant Funds. Additionally, former FP employees may also become employees, officers or directors of, or otherwise be engaged by, third party service providers that provide services to FP, the Funds and/or portfolio companies. While employed by FP, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by FP unless a Fund’s Fund

Documents permit certain allocations of internal expenses to the Fund. If a former FP employee becomes an employee or consultant of a third party that also provides services to a Fund, such former FP employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third party service provider attributable to the former FP employee working on the Fund will be borne entirely by the Fund and no such amounts will reduce the management fee paid or the Carried Interest distributed by such Fund on the basis that such person used to be a former FP employee. Additionally, personnel of FP or its affiliates, and/or their family members or relatives may have ownership, employment, or other interests in such service providers. These relationships that FP may have with a service provider can influence FP in determining whether to select or recommend such service provider to perform services for a Fund or a portfolio company. In other circumstances, these service providers are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through FP or its affiliates, whether or not relating to financing FP personnel obligations to fund General Partner commitment obligations) to FP personnel and their estate planning vehicles. FP will have a conflict of interest with the Funds in recommending the retention or continuation of a service provider to the Funds or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in Funds or will provide FP information about markets and industries in which FP operates or is interested or will provide other services that are beneficial to FP. Although FP selects service providers that it believes will enhance portfolio company performance (and, in turn, the performance of the relevant Fund(s)), there is a possibility that FP, because of financial, business interest or other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another service provider. The fees for services provided by such service providers may or may not be at the same rate charged by other third party service providers and FP is not required to select service providers who may have lower rates (or engage in any benchmarking of such fees). A number of factors, including the particular relationship with a service provider and the nature of its services (which may be specialized or customized to meet the needs of FP and its Funds and portfolio companies in ways that other providers may not offer), could result in such service provider’s fees, costs, and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such service provider. FP retains its discretion to select the service provider for any services to be provided to the Funds after considering the factors that FP deems relevant, which could include price, quality of service, and/or the ability of a service provider to meet FP’s specific requirements, and FP will not have an obligation to evaluate alternative providers or to compare pricing for such service provider’s services. As part of FP’s business, FP, its affiliates and other FP personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio companies, current and former service providers to current and former portfolio companies, former employees and contractors and members of FP. In addition, such third parties may invest in one or more Funds, co-invest in one or more portfolio companies, provide other significant business or investment services to FP, the Funds and/or portfolio

companies, or compete with the Funds for investment opportunities. These relationships create conflicts of interest as FP will have incentives to select or recommend any such third party to perform services for the Funds or a portfolio company. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or portfolio companies, as applicable. In addition, FP’s and its personnel’s relationships with banks and other lending institutions will at times originate from a Fund’s investment in portfolio companies and inure to the benefit of the FP personnel. Such lending institutions will from time to time be incentivized to provide services to FP personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Funds or their portfolio companies. These arrangements will create additional conflicts of interest as FP personnel’s and the lending institution’s interests may or may not align with those of the Funds, their portfolio companies, and investors. FPO As mentioned in Item 5 above, FPO is not an affiliate of FP and FPO is owned by its senior management and relevant Operating Partners and Operating Advisors. FPO services generally include, among other things, (i) supporting the investment team in operational due diligence with a view to providing increased confidence around underwriting operational transformations; (ii) developing best practices and comprehensive value creation plans across the portfolio; (iii) identifying, diagnosing, and fixing operating issues at portfolio companies; (iv) recruiting, evaluating, and hiring executive positions; (v) serving in interim executive or management positions for portfolio companies, or subsidiaries thereof, as needed; (vi) serving as board members for portfolio companies or subsidiaries thereof; (vii) supporting carve-out activities in corporate divestiture investments; (viii) providing various kinds of functional expertise to portfolio companies, including finance, information security and technology, sales and marketing, customer service, business/corporate development to facilitate add-on transactions, and legal; (ix) performing various other services relating to portfolio companies’ operating activities; (x) providing other services as further described in the Fund Documents; and (xi) from time to time, also providing “front office” functions with respect to a Fund, such as sourcing or other investment-related functions. It is expected that the services provided by FPO will expand over time. It may be difficult to distinguish services provided by FPO from the investment advisory services provided to the Funds by FP and its affiliates. The nature of the relationship between a Fund or its portfolio companies, on the one hand, and FPO and its Operating Partners and Operating Advisors, on the other hand, may vary significantly depending on the nature of the investment and/or engagement. Such engagements may be memorialized in a formal written agreement or may be informal and are negotiated individually between FPO and each Fund or portfolio company, depending upon the anticipated services to be provided. In certain cases, Operating Partners and Operating Advisors have attributes of FP personnel (for instance, they may receive administrative support services from FP, participate in general meetings or events for FP personnel, have FP e-mail addresses or business cards, and/or provide services exclusively to FP), even though they are not employees, affiliates or personnel of FP. Operating Partners and Operating Advisors may be offered the ability to co-invest alongside Funds or may, under certain circumstances, be offered the opportunity directly by a portfolio company to invest in such company, including in investments, such as stock options or equity grants, in which such Operating

Partner or Operating Advisor is involved or participates in the management thereof. Additionally, FPO provides limited services to FP for which FPO is compensated. FP does not make any assurances that rates charged by FPO are lower than or equivalent to those of other providers of similar or related operational consulting services. However, FP endeavors to benchmark the rates charged by FPO on an annual basis in a manner that FP believes to be reflective of the range of rates in applicable or related markets. FP undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Any methodology, or choice among methodologies, involves potential conflicts of interest. FP often engages FPO due to its dedicated relationship with FP and the Funds’ portfolio companies to perform certain consulting services rather than engage independent service providers. FP attempts to address this conflict by seeking to: (i) agree upon fees that FP believes are reasonable; and (ii) require that FPO enter into a contract with each applicable Fund and portfolio company directly whereby the parties agree to the fees and services to be provided, which will generally be reviewed on annual basis. As discussed above in Item 5, FPO fees and other compensation are retained by FPO, are not shared with FP, and do not reduce the management fees paid by the Funds. FP Capital Markets For certain Funds and under certain circumstances, FP Capital Markets is entitled to provide Capital Markets Services to a Fund and its portfolio companies in exchange for Capital Markets Fees. For certain Funds, Capital Markets Fees do not reduce or offset the management fee, and are not otherwise be required to be shared with a Fund or investors. The provision of Capital Markets Services by FP Capital Markets gives rise to conflicts of interest as described in the applicable Fund Documents. In addition, FP will face potential conflicts of interest in determining the allocation of Capital Markets Fees, including with respect to portfolio companies in which a relevant Fund owns a noncontrolling interest and with respect to portfolio companies held both by Funds that do charge Capital Markets Fees and Funds that do not. Additionally, FP has an incentive to provide more Capital Markets Services to portfolio companies held by Funds that do charge Capital Markets Fees as compared to portfolio companies held by Funds that do not, and such services may inure to the benefit of portfolio companies of Funds bearing Capital Markets Fees, in contrast to those that do not. Blackstone and Goldman Sachs Minority Investment Blackstone’s Strategic Capital Group (“Blackstone”) and Goldman Sachs Asset Management’s Petershill program (“Petershill”) hold an indirect passive minority interest in FP and the General Partners of certain Funds. Blackstone and Petershill have no authority over the day-to-day operations or investment decisions of FP, the General Partners or such Funds, although it does have certain customary minority protection consent rights. After payment of all overhead and

management expenses, principals, other personnel (past and present), Blackstone and Petershill and senior advisors of FP and/or its affiliates will receive residual portions of the management fee, carried interest or other compensation received by FP. Blackstone and Petershill will potentially have other relationships with other investment vehicles and accounts that are expected to give rise to potential conflicts. For example, Blackstone and Petershill will potentially sponsor, advise, underwrite, manage or invest in investment vehicles and accounts that pursue investment strategies similar to those of the Funds. Such activities could adversely affect the Funds; for example, Blackstone and Petershill will potentially compete with the Funds for investment opportunities and are under no obligation to share any investment opportunity, idea or strategy with the Funds or FP. In addition, Blackstone and Petershill (and/or either of their affiliates) will potentially invest in the same issuers as the Funds. Blackstone and Petershill will have no fiduciary or other duties to (i) the Funds or other investors in exercising any of its rights as a limited partner of the Funds or (ii) FP. While the existence of a conflict of interest will not necessarily have an adverse impact on the Funds and Blackstone and Petershill have incentives to see the Funds and FP succeed, the management or resolution of any conflict of interest could have an adverse effect on the Funds and its investors. Business with and among Portfolio Companies, FP, the Funds, Investors, and Prospective Investors Given the collaborative nature of FP’s business and the portfolio companies in which the Funds have invested, there are often situations where FP is in the position of recommending services of one portfolio company to other portfolio companies of the Funds, which may involve fees, commissions, servicing payments, and/or discounts to FP, an affiliate or a portfolio company. FP will generally have a conflict of interest in making such recommendations, in that FP has an incentive to maintain goodwill between it and the existing and prospective portfolio companies of the Funds, while the products or services recommended may not necessarily be the best available to the portfolio companies held by the Funds. The benefits received by a portfolio company providing a service may be greater than those received by the Fund(s) and its portfolio companies receiving the service. FP and/or its affiliates (including FP personnel) have in the past, and may in the future engage in business opportunities arising from a Fund’s investment in a portfolio company. This creates a conflict of interest, as such interests are a benefit arising from the Fund’s investment and may vary from the applicable Fund’s interest. A Fund’s portfolio company will also, from time to time, engage in transactions with, and provide goods or services, to FP. Such transactions or relationships will benefit such portfolio company and relevant Fund, and not all Fund portfolio companies or Funds. Additionally, FP generally has an incentive to recommend the products or services of certain investors or prospective investors in the Funds, certain third parties, or their related businesses to the Funds or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Funds or the portfolio companies. In addition, a portfolio company has an incentive to engage a service provider that is an investor or prospective investor in a Fund in order to, among other things, maintain the goodwill with FP. Lastly, portfolio companies controlled by a Fund have in the past, and may, from time to time, in the future provide services to FP, certain Fund investors or prospective investors. This creates a conflict of interest, as FP has an incentive to cause the portfolio company

to favor itself, or those investors or prospective investors relative to other portfolio companies or clients in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to the Fund. Additionally, the portfolio company could recommend to its clients that they invest in a Fund. Current and former founders and prospective founders, officers and executives and other affiliates of portfolio companies have and likely will invest in a Fund. FP may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain the goodwill with such portfolio company management team investor or other affiliate of the portfolio company that is an investor in a Fund such that they continue to invest in the Funds, among other reasons. In certain instances, a Fund’s portfolio company competes with, is a customer of, or is a service provider to, another Fund’s portfolio company. In providing advice to a portfolio company’s business, FP may consider the interests of one portfolio company or Fund and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Funds. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by FP to a portfolio company may have adverse consequences to a separate portfolio company owned by the same or another Fund. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. A Fund’s portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other Funds managed by FP that, although FP determines to be consistent with the requirements of such Funds’ Fund Documents, may not have otherwise been entered into but for the affiliation with FP, and which may provide economic or other benefits to affiliates of FP (including the payment of fees and other amounts) that are not subject to the management fee offset provisions described herein. For example, FP has in the past caused, and may in its discretion in the future cause, portfolio companies to enter into agreements regarding group procurement (which may depend on the volume of services purchased under these agreements and which may be pooled across multiple portfolio companies and discounted due to scale), benefits management, data management and/or mining, technology development, purchase of title and/or other insurance policy (which may be pooled across multiple portfolio companies and discounted to scale), and other similar operational initiatives that may result in fees, better pricing, rebates, servicing payments, commissions or similar payments, and/or discounts to FP, its affiliates or a portfolio company, including related to a portion of the savings achieved by the portfolio company. While FP may have a conflict of interest because its economic benefit may incentivize FP to maintain such arrangements, FP believes that such agreements benefit the portfolio companies due to increased access to quality products and services at beneficial pricing and FP’s benefits from such arrangements are reduced because FP generally benefits at the same rate as the portfolio companies. However, it should not be assumed that a company related to, or otherwise affiliated with FP will only take actions that are beneficial to, or not opposed to, the interests of a Fund and its portfolio companies.

While less common, from time to time a Fund could hold an investment in a different layer of the capital structure than an investor or another party with which FP has a material relationship, in which case FP could have an incentive to cause the Fund or the portfolio company to offer more favorable terms to such parties (including, for instance, financing arrangements). Certain members of a Fund’s Advisory Board are, or in the future may be, officers or directors of, or otherwise affiliated with, investors in another Fund. The General Partner of a Fund will, from time to time, utilize the services of investors and their affiliates on an arm’s length basis with commercially reasonable terms, as it deems appropriate. In addition, FP has in the past, and may in the future cause a Fund to transact with a portfolio company of the Fund or another Fund, including purchasing an asset from, or selling an asset to, a portfolio company. This creates a conflict of interest as the interests of the purchasing portfolio company (and relevant Fund) or selling portfolio company (and relevant Fund) may differ from one another. Positions with Portfolio Companies Certain personnel of FP serve as directors of, or observers on boards with respect to, certain portfolio companies. While conflicts of interest may arise in the event that such personnel have fiduciary duties as a director conflicts with those of the Fund, it is expected that generally the interests will be aligned. For instance, such positions could impair the ability of a Fund to sell the securities of an issuer in the event a director receives material nonpublic information by virtue of his or her role, which would have an adverse effect on a Fund. Furthermore, FP personnel serving as a director to a portfolio company owes a fiduciary duty to the portfolio company, on the one hand, and the relevant Fund, on the other hand, and such FP personnel may be in a position where they must make a decision that is either not in the best interest of the Fund, or is not in the best interest of the portfolio company. FP personnel serving as directors may make decisions for a portfolio company that negatively impact returns received by a Fund investing in the portfolio company. Decisions made by FP personnel in their capacity as portfolio company directors may subject FP, its affiliates or a Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims, and other director-related claims. In addition, to the extent FP personnel serve as a director on the board of more than one portfolio company, such FP personnel’s fiduciary duties among the two or more portfolio companies may create a conflict of interest. In general, the Funds will indemnify FP and their partners, principals, and personnel from such claims. Such personnel are required to remit any remuneration they may receive as directors to the applicable Funds. As a result of roles at portfolio companies, FP may from time to time take steps to mitigate the conflicts of interest, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained or may not purchase an asset it otherwise would have purchased). Any such steps could have the effect of impacting the investment program of a Fund and reduce returns. From time-to-time, personnel of FP may also be asked to serve as directors of, or observers with respect to, certain entities in which a Fund has fully exited its ownership interest and/or following the termination of the employment of such personnel with FP. In such circumstances, any

compensation or fees received with respect to such exited investment and/or by such former personnel or current personnel with respect to a former portfolio company are not subject to the management fee offset arrangement described above in Item 5, or otherwise shared with the Funds and/or investors. This will shift the burden of compensating such persons from FP to the Funds or applicable portfolio companies. In addition, FP may continue to receive other fees from a portfolio company after a Fund has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment is not subject to the management fee offset described above, or otherwise shared with the Funds and/or investors. In connection with co-investment opportunities, some co-investors (which may include one or more investors in the Funds) may be provided with the opportunity to serve on the board of directors or board of advisors of the applicable portfolio company. Positions on the board of directors or board of advisors of such portfolio companies provide such co-investors with voting rights, access to information, and the ability to potentially influence the operations and decisionmaking of the portfolio company that are not available to other investors in the Funds. In certain cases, co-investors have contractual rights that require the approval of the co-investors for certain major actions relating to the applicable portfolio company, such as a sale of the company or the issuance of additional equity by the company. Such rights may limit the ability of FP to take actions with respect to the portfolio company that FP considers to be in the best interests of the Funds. Certain personnel of FP or its affiliates have in the past or may from time to time in the future also be temporarily seconded to, hired by, or otherwise engaged by, certain portfolio companies on either a full-time or a part-time basis to provide services to such portfolio companies. In such instances, the portfolio companies will pay such person’s directors’ fees, salaries, consultant fees, other cash compensation, stock options, other equity grants or other compensation and incentives and may reimburse FP or such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. No compensation earned by former FP personnel offsets the management fee, whether or not such former personnel have a remaining interest in a Fund’s general partner or affiliated entity. FP may also advance compensation to seconded personnel and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by FP or its affiliates to such persons will typically be reduced to reflect amounts paid directly or indirectly by the portfolio company even though the management fee paid or Carried Interest distributed by the Fund to FP will not be reduced. Any amounts paid to such persons by a portfolio company (or paid by FP and reimbursed by a portfolio company) will not reduce the management fee otherwise payable to FP or any Carried Interest otherwise payable to FP or its affiliates, if applicable. All or a portion of any such compensation and incentives will be borne by the Fund, directly or indirectly, via its ownership interest in such portfolio company. Conversely, in the event that FP employs a person that previously received compensation from a portfolio company, investors will only receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with FP, and not with respect to any compensation prior to such date, including equity grants made prior to the date

of employment that vest thereafter. In such cases, FP will make a determination in good faith based on its evaluation of the relevant facts and circumstances. Other Potential Conflicts FP may, from time to time, require, cause or invite the Funds and/or a portfolio company to make contributions to charitable initiatives, or other non-profit organizations that FP believes could, directly or indirectly, enhance the value of the Funds’ investments, assist in completing an acquisition of a portfolio company or other transaction (whether or not documented at the time of such acquisition or transaction) or otherwise serve a business purpose for, or be beneficial to, the Funds or their portfolio company. Such contributions could be designed to benefit employees of a portfolio company, the community in which a portfolio company operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio company. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former employees of FP, portfolio company management teams, advisors, service providers, vendors, joint venture partners, and/or other persons or organizations associated with FP, the Funds or the portfolio companies. These relationships could influence FP’s decision whether to require, cause or invite the Funds or the portfolio companies to make charitable contributions. Further, from time to time, such charitable contributions by the Funds or the portfolio companies could supplement or replace charitable contributions that FP would have otherwise made. Also, in certain instances, FP may, from time to time, select a service provider or other counterparty to the Funds or their investments based, in part, on the charitable initiatives of such person where FP believes such charitable initiatives could, directly or indirectly, enhance the value of the Funds’ investments or otherwise be beneficial to the portfolio companies.

From time to time, the Firm uses a broker to effect transactions in public securities resulting from, or in connection with, portfolio investments. These circumstances include, among other things, the distribution of securities acquired in a transaction effected on behalf of, or in connection with, portfolio investments. In these instances, FP has full discretionary authority with respect to the selection of, and commissions paid to, brokers. If the Firm determines to engage a broker, the Firm will select the broker upon consideration of the range and quality of its brokerage services, its execution capability and trade efficiency, level of trading expertise, commission rate, infrastructure, financial responsibility, responsiveness to the Firm, and other similar factors. From time to time, FP aggregates purchases and sales of publicly-traded securities for the Funds. FP typically employs this practice because larger transactions may enable it to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. FP and its affiliates may combine orders on behalf of Funds with orders for other Funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, FP and its affiliates generally aggregate trade orders for publicly-traded securities so that each participating Fund will receive the average price for each execution of a transaction. To the extent FP might engage in an aggregated purchase or sale of publicly-traded securities, such aggregated order will be allocated among the applicable Funds on a pro rata basis, unless, in the General Partner’s good faith judgment, a different allocation method is more appropriate under the circumstances. Additional information with respect to investment allocation decisions is discussed above in Item 11. FP does not receive soft dollar benefits or client referrals from broker-dealers in connection with client transactions. In selecting or recommending broker-dealers, FP does not take into account whether FP has received, or may in the future receive, client referrals from such broker-dealers. FP does not currently have any Funds that engage in directed brokerage.

Additionally, the portfolio investments of each Fund are continuously reviewed by a subset of FP employees, which are generally the senior investment professionals of the Firm, and portfolio reviews are conducted on a quarterly basis by FP’s investment professionals, including the Equity IC and Credit IC. FP closely monitors the portfolio companies of the Funds and generally maintains an ongoing position on the board of directors of such portfolio companies for which it has a controlling position. Additionally, the applicable Fund’s Advisory Board, and external auditor, annually review the valuations of Fund assets as prepared by the relevant General Partner. The General Partner retains ultimate responsibility for asset valuations pursuant to the terms of the relevant Fund Document. Investors in FP Funds will typically receive, among other items, a copy of audited financial statements of the Fund within 120 days after the fiscal year-end of such Fund. In addition, investors in each FP Fund will typically receive unaudited quarterly financial statements regarding such Fund following the end of each financial quarter. Investors in the Funds also receive regular reporting updates through quarterly letters, investor meetings, investment or disposition announcements, capital account statements, and other materials provided via the relevant investor portal.

For details regarding other compensation, please see Item 5 above and for details regarding economic benefits provided to FP by non-clients, including a description of related conflicts of interest, please see Item 11 above. In addition, FP, its affiliates and/or related persons may, in certain instances, receive discounts on products and services provided by portfolio companies.

Item 15. Custody

Generally, FP will vote in the interest of maximizing shareholder value, but under certain circumstances, when it is believed to be warranted, may not. There may be instances when FP does not vote in accordance with the Proxy Policy or refrains from voting entirely due to the specific circumstances of the portfolio company or vote in question. FP believes its interests are generally aligned with the Funds’ interests through FP’s ownership in the Funds; however, there may be situations where FP faces conflicts of interest when voting proxies. FP’s Proxy Policy is designed to address the resolution of conflicts of interest that may arise in connection with proxy voting, which includes, but is not limited to, identification of materiality and may include consultation with the applicable Fund’s Advisory Board. FP does not consider service by FP personnel on portfolio company boards or FP’s receipt of management or other fees from portfolio companies to create a material conflict of interest for voting proxies generally with respect to such companies. Funds generally may not direct how FP will vote in a particular situation. Funds and prospective clients may obtain a copy of FP’s Proxy Policy, as well as specific information as to how certain proxies for securities held in a Fund were voted, upon request from the Compliance Department at (415) 418-2900 or compliance@franciscopartners.com.

Item 18. Financial Information