SER Capital Partners Management LP

Item 5 – Fees and Compensation

The Adviser or its affiliates generally receives a management fee (“Management Fee”)
and performance-based compensation (“Performance Allocation”) (each as defined
below) from each Fund (together, “Fees”). Management Fees and the Performance
Allocation relating to each Fund are set forth in their respective Offering Documents. The
general partners of the Funds and limited partners of the Funds who are affiliates,
employees or other designees of SER Capital are not subject to paying Performance
Allocation or Management Fees. The Funds, and/or their portfolio companies may also
make other payments to the Adviser or its affiliates for services provided to the portfolio
companies which, in certain circumstances, may reduce the Management Fees payable to
the Adviser. Additionally, consistent with the Offering Documents of the Funds, the
Funds typically bear certain out-of-pocket expenses incurred by the Adviser in connection
with the services provided to the Funds and/or the portfolio companies. Further details
about fees and expenses are set forth below.

Management Fee

Management Fees for a Fund vary up to 2.00% of the Fund’s limited partner capital
commitments or invested capital depending on when such fees are paid in the life of the
Fund. Certain Funds (and certain investors within a particular Fund) may pay reduced
or no management fees. SER Capital reserves the right to negotiate, waive, reduce,
rebate, or calculate differently its Management Fees with respect to any Fund investor.
Management fees are offset for placement fees, organizational expenses in excess of a
specified cap, director’s fees, and certain other fees to which the Funds are entitled. For
additional information, please refer to the specific offering documents for each Fund(s)
which may contain different management fee provisions and payment structures than
those described above. Where Management Fees are calculated taking into account the
valuation of an investment, SER Capital may be incentivized to make determinations or
investment decisions that result in the continued payment of, or a higher, Management
Fee.

Management Fees are paid in advance, on, or promptly after the first day of each
quarter.

Performance Allocation

The Performance Allocation varies by the terms of each Fund’s Offering Documents.
The Performance Allocation may be up to 20% and is usually calculated based on
distributable cash. Where a Performance Allocation is realized, it will be deducted as set
forth in the Fund’s Offering Documents. Performance Allocations may be subject to
hurdles and/or claw-backs, depending on, among other things the status of distributions
relative to minimum valuation tests of the invested capital of the particular Fund and the
need to make adjustments to the Performance Allocation based on final distribution
calculations. SER Capital reserves the right to negotiate, waive, reduce, rebate, or
calculate differently its Performance Allocation with respect to any Fund investor.

For additional information, please refer to the specific offering documents for each of
the Funds which may contain different Performance Allocation provisions and payment
structures than those described above.

Additional Expenses

The Funds will typically bear all costs and expenses incurred in connection with the
organization of the Fund, including legal and accounting fees, printing costs, travel
(including costs of commercial air travel not to exceed the cost of first class airfare, car
or ride sharing services, other modes of transportation, meals, lodging and
entertainment), other meals and entertainment, and out-of-pocket expenses, and all costs
and expenses incurred related to organization of the Funds (collectively, “Organizational
Expenses”). Such charges and fees are in addition to SER Capital’s Management Fees
and Performance Allocation (if applicable).

The Funds are generally responsible for all expenses relating to their own operations
(“Partnership Expenses”), including fees, costs and expenses directly related to the
purchase and sale of investments, principal, interest, fees, expenses and other amounts
payable in respect of financings, custody fees and costs of other third-party services,
costs relating to data provider services (including management systems and software),
legal, accounting, engineering and other professional costs, any insurance (including
insurance expenses related to portfolio companies, the General Partner, the Adviser, their
respective affiliates, the Adviser’s personnel, members of the limited partners advisory
committee and other indemnified parties against liability in connection with the activities
of the Funds), indemnity or litigation expenses, all costs of the Funds’ administration,
including preparation of its financial statements and reports to Fund investors, costs of
Fund investor meetings, including out-of-pocket expenses of certain Fund investors,
expenses relating to regulatory compliance (excluding expenses related to compliance
by the Adviser with the Investment Advisers Act of 1940, as amended, specifically
excluding any compensation, salary, or benefits received by the CCO in connection with
their role as CCO of the Adviser), and any taxes, fees or other governmental charges
levied against the Funds. Further, all costs, expenses, and reductions in proceeds
attributable to any blocker funds, blocker corporations, or other intermediate entities,
including those related to the structuring, formation, operation and liquidation of, and all
taxes incurred in connection with, related to, or imposed on a blocker fund, blocker
corporation, or other intermediate entities will be borne by the Funds, as applicable. In
addition, to the extent such fees, costs, and expenses are not charged to a portfolio

company, the Funds will be responsible for all out-of-pocket costs and expenses in
...

Item 7. Types of Clients.

  As described in Item 4, the Adviser currently provides investment advisory services to
  privately offered pooled investment funds including partnerships or other pooled
  investment vehicles formed under domestic or non-U.S. laws. These Funds are operated
  as investment pools that are excluded from the definition of an investment company under
  the 1940 Act. Fund investors generally include institutional investors and other
  sophisticated investors. Please note that investors in the Funds are not clients of SER
  Capital by virtue of their investment in a Fund.

  Each Fund’s Offering Documents impose a minimum contribution for investment, which
  varies from Fund to Fund, and is subject to SER Capital’s sole discretion to accept
  contributions in lesser amounts. SER Capital may waive the minimum investment or
  contribution with respect to any Fund in its sole discretion.

  Interests in the Funds are currently offered on a private placement basis, and where
  applicable, in reliance on Sections 3(c)(1) or 3(c)(7) of the 1940 Act, to persons who
  generally are “accredited investors” as defined under the Securities Act of 1933, as

  amended (the “Securities Act”), and “qualified purchasers” as defined under the 1940 Act,
  and who are subject to certain other conditions, which are fully set forth in the Offering
  Documents of such Funds. Interests in, or shares of, non-U.S. Funds are generally offered
  to persons who are not “U.S. Persons” as defined under Regulation S of the Securities
  Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of tax-
  exempt U.S. Persons) on a private placement basis, and who are subject to certain other
  conditions, which are fully set forth in the Offering Documents of such Funds.
  In order to invest in a Fund that is subject to a performance fee, an investor must be a
  “qualified client” as defined by Section 205 of the Advisers Act, and Rule 205-3
  thereunder.