Brentwood Private Equity LLC

FEES AND COMPENSATION

       Brentwood V receives a management fee (the “Management Fee”) in connection with
advisory services it provides to BAPE V and BAPE V-A, Brentwood VI receives a Management
Fee in connection with the advisory services it provides to BAPE VI and BAPE VI-A, and
Brentwood IV no longer receives any management fees and has not since August 18, 2019. BAO
GP receives a Management Fee in connection with the advisory services it provides to BAO.
Brentwood VII activated BAPE VII and BAPE VII-A on January 24, 2025 and receives a
Management Fee in connection with advisory services it provides to BAPE VII and BAPE VII-A.
BA CIV GP is contractually entitled to receive a management fee in connection with the advisory
services it provides to BA VII CIV and BA VII CIV-A but is not currently receiving a management
fee. BAO GP II receives a Management Fee in connection with the advisory services it provides
to BAO II and BAO II-A. Co-Invest Vehicles generally do not pay a Management Fee.

        In providing its management services, Brentwood Private Equity incurs expenses on behalf
of the Funds, which reimburse Brentwood Private Equity for these expenses. Each General Partner
receives a carried interest with respect to the advisory services it provides to BAPE IV, BAPE IV-
AIV, BAPE V, BAPE V-A, BAPE VI, BAPE VI-A, BAPE VII, BAPE VII-A, BAO, BAO II and
BAO II-A as applicable. BA CIV GP is contractually entitled to receive a carried interest in
connection with the advisory services it provides to BA VII CIV and BA VII CIV-A, but the

carried interest is not currently being paid and/or accruing. For each Fund, the carried interest
distributed to a General Partner is typically subject to a potential giveback during or at the end of
the Fund’s life if the General Partner has received excess cumulative distributions. BAPE V
Executive, and BAPE VI Executive do not pay Management Fees or carried interest. Certain
Alternative Investment Vehicles are not charged a separate Management Fee and/or carried
interest.

        To the extent specified in a Fund’s Governing Documents and further described below, the
Advisers will be permitted to receive additional compensation in connection with management
and other services performed for portfolio companies of the Funds and such additional
compensation will offset in whole or in part the Management Fees otherwise payable to the
Advisers. Investors in the Funds also bear certain expenses. Investors should review the applicable
Fund’s Partnership Agreement for details regarding the fee structures summarized below. Terms
not defined herein are defined in the applicable Partnership Agreement.

Management Fees

BAPE IV and BAPE IV-AIV

       Brentwood IV no longer receives any Management Fees and has not since August 18, 2019.

BAPE V and BAPE V-A

        BAPE V and BAPE V-A generally pay Brentwood V a Management Fee on a semiannual
basis, partially in advance and partially in arrears, equal to 2% per annum of the Non-Affiliated
Partners’ Percentage of aggregate funded commitments less aggregate distributions representing a
return of capital with respect to investments that have been disposed of or written off for U.S.
federal income tax purposes, in each case as determined in accordance with the Partnership
Agreement. Notwithstanding the foregoing, commencing with the first Management Fee due date
after the dissolution of BAPE V and BAPE V-A and until the final distribution of their assets, the
Management Fee for each subsequent Management Fee due date shall be determined based upon
an annual operating budget prepared by Brentwood V and approved by BAPE V and BAPE V-A’s
advisory board. As more fully described in the Partnership Agreement, the Management Fee is
generally reduced (but not below zero) by BAPE V and BAPE V-A’s share (but not by the share
of any co-investors or co-investment vehicles) of income received by Brentwood V or Brentwood
Persons (as defined in the Partnership Agreement) (which does not include operating partners)
from BAPE V and BAPE V-A’s portfolio companies for each semi-annual period immediately
succeeding the semi-annual period in which the fees specified below were received, in each as
follows: Break-Up, Co-Invest, Transaction, Monitoring and Directors Fees: 100% of the Non-
Affiliated Partners’ Percentage of such fees.

BAPE VI and BAPE VI-A

       BAPE VI and BAPE VI-A generally pay Brentwood VI a Management Fee on a semi-
annual basis, partially in advance and partially in arrears, equal to 2% on an annual basis of the
Non-Affiliated Partners’ Percentage of (x) investment contributions with respect to investments
that have not been disposed of less (y) the aggregate amount of any permanent write down, as
determined in accordance with the Partnership Agreement.

        Notwithstanding the foregoing, commencing with the first Management Fee due date after
the dissolution of BAPE VI and BAPE VI-A (and until the third anniversary of the dissolution of
BAPE VI and BAPE VI-A), the Management Fee shall be determined based upon an annual
operating budget prepared by Brentwood VI and approved by BAPE VI and BAPE VI-A’s
advisory board. As more fully described in the Partnership Agreement, the Management Fee is
generally reduced (but not below zero) by 100% of the Non-Affiliated Partners’ Percentage (and
not by the share of any co-investors or co-investment vehicles) of transaction fees and co-invest
fees received by Brentwood VI or Brentwood Persons (as defined in the Partnership Agreement)
(which does not include operating partners) from BAPE VI and BAPE VI-A portfolio companies
for each semi-annual period immediately succeeding the semi-annual period in which the
transaction fee or co- invest fee was received.

BAPE VII and BAPE VII-A

        BAPE VII and BAPE VII-A generally pay Brentwood VII a Management Fee on a
quarterly basis, equal to 2% per annum of the Non-Affiliated Partners’ Percentage of aggregate
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TYPES OF CLIENTS

        Brentwood provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Brentwood’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and include, directly or indirectly, current and former principals or other personnel of
Brentwood Private Equity, its affiliates and members of their families, operating partners or other
service providers retained by Brentwood Private Equity and its affiliates, as well as executives of
portfolio companies. As indicated above, Brentwood is also permitted to establish Alternative
Investment Vehicles.

       The Funds generally have a minimum investment amount of $10 million for third-party
investors. The General Partners expect to waive such minimum investment amount. BAPE V
Executive and BAPE VI Executive are investment vehicles for certain Brentwood personnel and
do not have a minimum investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Brentwood Private Equity provides certain day-to-day investment advisory services to the
Funds, subject to the role of the applicable General Partner. Each Fund’s investment committee
retains ultimate decision-making authority for such Fund. The Advisers have common owners and
personnel. Accordingly, the Advisers’ general investment methodology is described below.
Investors should refer to the applicable Governing Documents for further information regarding
investment strategies employed for a specific Fund.

        The Advisers generally focus on investing in middle-market consumer and consumer-
related sectors, including business-to-business opportunities, in which they can leverage their
sector expertise to accelerate growth and increase enterprise value. The Advisers’ investment
advisory services consist of identifying and evaluating investment opportunities, negotiating
investments, managing and monitoring investments and achieving dispositions for investments.
The Advisers invest the Funds’ assets predominantly in private companies although investments
in public companies are permitted, subject to any restrictions in the Partnership Agreements.

       There can be no assurance that the Advisers will achieve the investment objectives of each
Fund, and a loss of investment is possible.

Investment and Operating Strategy

         The Advisers’ investment strategy for the Funds generally focuses on making control
investments via recapitalizations, management buyouts and growth equity investments. The
typical investment is between $30 million and $125 million. The Advisers seek to target essential
services businesses in growing end markets. Continuing the Firm’s investment strategy that has
been consistently applied over nearly the last two decades, the Funds generally will target
category-defining businesses that tend to operate in attractive niche markets, have exceptional
customer loyalty and recurring revenue, and substantial opportunities for growth. The Funds will
seek to leverage Brentwood’s deep experience in relevant business models, particularly in
education & training, franchising, health services and residential services. Brentwood also seeks
to implement meaningful strategic and operational enhancements to unlock the growth potential
of its investments.

Investment Process

        Investment Origination and Screening. The Advisers originate their investment
opportunities both through direct sourcing efforts in their targeted sectors of expertise as well as
through intermediaries. In each of their targeted sectors, the Advisers have built relationships with
operating executives and industry resources that provide industry insights into specific companies,
management teams, and trends which form the basis for investment ideas. The Advisers leverage
their reputation to produce a relevant and regular flow of transaction ideas.

        Due Diligence and Investment Decisions. The Advisers typically employ two to three
Principals and two to three additional professionals to conduct a rigorous and comprehensive
analysis of each potential investment. The transaction team conducts an extensive management,
business, industry, competitive and financial review of the potential investment. Each team is
responsible for organizing internal resources and utilizing third-party resources, such as
consulting, accounting, tax, insurance and legal professionals. As an investment opportunity
progresses, the Advisers will begin seeking additional input from executives and industry
resources from their extensive network. If appropriate, these contacts can also serve as resources
for any management team changes or augmentation that the Advisers identify, or can also serve as
board members, Consultants and/or co-investors. Concurrent with this intensive review, the
Advisers identify opportunities for operating enhancements and strategy modifications that
comprise the foundation of near-term operating plans. The Advisers regularly hold review
meetings to discuss the status and critical issues of potential new investments. While the Advisers’
culture emphasizes the meaningful participation of the entire professional staff, final investment
decisions are made by the Principals.

        Transaction Structuring. The Advisers typically invest in control situations, relying on a
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