Serent Capital Management Company LLC

ITEM 5 - FEES AND COMPENSATION

       In general, SCMC receives a management fee and one of its affiliates, such as the General
Partner, typically receives a carried interest in connection with advisory services. If SCMC
receives any additional compensation in connection with management and other services
performed for portfolio companies of Serent Capital Funds, except as discussed below, 100% of
such additional compensation will offset the management fees otherwise payable to SCMC.
Investors in the Serent Capital Funds also bear certain fund expenses discussed below.

Management Fees

       Each of the Serent Capital Funds pays SCMC a management fee (the "Management Fee")
based upon a percentage of such Serent Capital Fund's Investor capital commitments
("Commitments"), subject to certain reductions, as more fully described in the Partnership
Agreement of the Serent Capital Fund. Main Fund Management Fees applicable to Investors are
paid quarterly in advance to SCMC and range from 2.00% - 3.00% of committed capital per
annum. The Associates Funds' Management Fees are 50% of the Main Fund’s Management Fees.
Management Fees for the Continuation Fund are 1.00% of invested capital per annum.

        As permitted under each Serent Capital Fund's Partnership Agreement, Management Fees
and/or carried interest (and related distributions) may be (and have been) waived and/or reduced
at the discretion of SCMC. Management Fees are typically reduced by an amount equal to one-
half of the capital contributions the General Partners would otherwise be required to contribute to
the respective Serent Capital Fund, either in its capacity as General Partner of the partnership or
in its capacity as the holder of limited partner interests in the Serent Capital Fund, if any. The
limited partners of the Serent Capital Funds may be required to make a pro rata contribution
according to their respective Commitments to fund any contribution that would otherwise be
required of the General Partner in connection with any such waiver or reduction as described above
and, as a result, may result in an acceleration of Investor capital contributions and a corresponding
decrease in Management Fees paid.

        With the exception of the Continuation Fund, and as is generally the case in private equity
funds, the Governing Documents generally provide that a Serent Capital Fund's Management Fees
will be calculated and charged on a basis that generally is not tied to the Serent Capital Fund's
then-current net asset value. As further specified in the Governing Documents, Management Fees
generally will be charged based on a formula tied to the amount of the relevant Serent Capital
Fund's aggregate Commitments. As a result, the amount of Management Fees generally will not
correspond with fluctuations in the Serent Capital Fund's net asset value, including following the
investment period, and will not be reduced in connection with any write-downs or write-offs of
portfolio company valuations. Management Fees will not be reduced (in whole or in part) in the
case of partial distributions (e.g., those resulting from a dividend recapitalization) or partial sales
of investments.

        The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise limited, and consequently Investors should expect to bear the
full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

Carried Interest Allocation

        An affiliate of SCMC, such as the respective General Partner, will receive a carried interest
allocation with respect to the Serent Capital Main and Associates Funds, generally equal to 20%
and 10%, respectively, of all realized profits, subject to an increasing amount once a specified
return has been achieved (as more fully described in the Partnership Agreement of each Serent
Capital Fund). Similarly, the Continuation Fund’s General Partner is entitled to a carried interest
allocation with respect to such Continuation Fund equal to 15% of realized profits subject to an
increasing amount once a specified return has been achieved (as more fully described in the
Partnership Agreement of the Continuation Fund). The carried interest allocation distributed to the
General Partner is subject to a potential giveback at the end of life of a Serent Capital Fund if the
General Partner has received excess cumulative distributions.

       It is expected that any future Serent Capital Funds having an investment strategy similar to
the Main Funds and the Associates Funds will have a similar fee structure.

       Further disclosure and conflicts surrounding the carried interest allocation as a
performance-based fee is detailed in Item 6 of this Brochure.

Waiver and Other Compensation Arrangements

        As discussed above, SCMC exempts certain Investors (including employees) in Serent
Capital Funds from payment of all or a portion of Management Fees and/or carried interest,
including SCMC and any other person designated by SCMC, such as affiliated personnel. As
discussed above, the Associates Funds have reduced Management Fees and reduced carried
interest allocations.

       The Serent Capital Funds generally invest on a long-term basis. Accordingly, investment
advisory and other fees are expected to be paid, except as otherwise described in the applicable
Partnership Agreement, over the term of a Serent Capital Fund and Investors generally are not
permitted to withdraw or redeem interests in a Serent Capital Funds, unless an exception is
approved by the General Partner.

        Principals and other current or former employees of Serent Capital receive a portion of the
carried interest received through general partner interests. As further discussed in Item 6 of this
Brochure, this can create a conflict of interest.
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ITEM 7 - TYPES OF CLIENTS

        SCMC provides investment advice to the Serent Capital Funds as described in Item 4 –
Advisory Business, above. The Investors may 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 (some of which may be vendors or service providers to Serent Capital) and may include,
directly or indirectly, principals or other employees of SCMC and its affiliates and members of
their families or other service providers (e.g., strategic Investors in the Associates Funds) retained
by SCMC.

       Each Serent Capital Fund generally has a minimum investment amount between $10,000 -
$1,000,000 for third-party Investors, and the Serent Capital Fund interests are generally offered
and sold solely to those Investors meeting certain suitability requirements. Interests in the
Associates Funds are offered to accredited investors who are also qualified clients (or qualified
knowledgeable Serent Capital personnel). Interests in the Main Funds are offered to qualified
purchasers (or qualified knowledgeable Serent Capital personnel). Such minimum investment
amounts may be waived by SCMC.