Spectrum Equity Management Inc

Item 5 - Fees and Compensation

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of
each Spectrum Fund in conjunction with this Brochure for complete information on
the fees and other compensation payable in connection with an investment in a
particular Spect rum Fund . Different Spectrum Funds will be subject to different
management fees and performance -based compensation arrangements . In limited
circumstances, the advisory fees payable to SEM by certain investors in the Spectrum
Funds may be      negotiable, waived and/or subject to modified payment timing
(including delayed payment of accrued fees) . Except for Spectrum VI Co -Investment
Fund, L.P., Spectrum VII Co -Investment Fund, L.P., Spectrum VIII Co -Investment Fund,
L.P., Spectrum IX Co -Investment Fund, L.P., Spectrum X Co -Investment Fund, L.P.,
Spectrum VI Investment Managers’ Fund, L.P., Spectrum VII Investment Managers’
Fund, L.P., Spectrum VIII Investment Managers’ Fund, L.P. (“ IMF VIII”), Spectrum IX
Investment Managers’ Fund, L.P. (“ IMF IX ”) and Spectrum X Investment Managers’
Fund, L.P. (“ IMF X ”), all SEM clients are “qualified purchasers” as defined in Section
2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “            Company
Act ”), and therefore SEM has not included specific fee information in this Brochure.
With respect to IMF VIII, IMF IX and IMF X, each of which is an Employee Investment
Fund, SEM, in certain circumstances, is entitled to receive a management fee from
certain limited partners of IMF VIII, IMF IX and IMF X equal to 1.65% of t heir respective

capital commitments to such fund. Except as set forth above with respect to IMF VIII,
IMF IX and IMF X, SEM does not receive management fees or other compensation
from the Employee Investment Funds.

Deduction of Fees; Timing of Payments; Termination

As a general matter, SEM will charge and deduct advisory fees directly from the
Spectrum Funds pursuant to the terms of the Governing Documents .

The payments of advisory fees are generally made quarterly in advance                   and in
accordance with the terms of the Governing Documents. Please refer to the
Governing Documents of each Spectrum Fund for complete information on the
timing of advisory fee payments by such Spectrum Fund.

Upon termination of any investment management agreement, any prepaid, unearned
fees will be promptly refunded (determined on a pro rata basis based on the number
of days elapsed in the applicable payment period), and any earned, unpaid fees will
be due and payable.

The payments and/or reimbursements relating to Other Fees and Expenses are
generally made on a monthly basis.

Other Fees and Expenses

In addition to the fees payable to SEM and its affiliated entities, the Spectrum Funds
(and therefore, indirectly, the limited partners of such Spectrum Funds) will incur
certain charges imposed by third parties and other expenses as set forth in the
Governing Documents attributable to each Spectrum Fund                 . Such expenses will
include (but are not limited to) any taxes, fees or other governmental charges which
may be assessed against the Spectrum Funds and all expenses incurred in connection
with any tax audit , investigation, settlement or review of the Spectrum Funds;              any
expense related to obtaining and maintaining fidelity bonding               in respect of the
Spectrum Funds; organizational expenses of the Spectrum Funds; premiums for
director and officer liability (including coverage for third-party directors appointed by
the Spectrum Funds), general partner liability, cybersecurity or other insurance to
protect the Spectrum Funds, the Spectrum Funds’ general partners, the employees of
SEM and its affiliated entities an d the members of the Spectrum Funds’ advisory
committee; the costs of preparing, printing and distributing communications,
financial statements, tax returns (including, without limitation, Schedules K -1, K -2, K -
3 and any other schedules to any tax returns)         and other reports to one or more
investors in the Spectrum Funds, governmental authorities or self                    -regulatory
organizations, as applicable, and other third party expenses incurred in connection
with secure communications, accounting and similar administra                   tive functions;
software related to portfolio data collection, monitoring, analysis, valuation,
accounting, reporting and financial management; expenses incurred with respect to
third parties which are not affiliates of SEM and its affiliated entities, inc       luding, but

not limited to,      Third-Party Consultants and Advisors             (as defined below) , in
investigating investment opportunities for, and monitoring investments by, the
Spectrum Funds; commissions, brokerage, finder’s fees, placement and underwriting
fees, registration expenses and other charges incurred in connection with the
purchase, ho lding, restructuring and/or sale of securities (including any merger fees
payable to third parties other than affiliates of SEM); all expenses incurred in
connection with the securing o f financing, including but not limited to expenses
related to the arranging, negotiating, structuring, entering into and amending any
credit facility or agreement with one or more lenders; principal and interest on, and
fees and expenses arising out of, al l permitted borrowings made and credit facilities
entered into by the Spectrum Funds; costs and expenses of commercial transportation
(including business -class and/or first -class travel), accommodations and meals
incurred in respect of any consummated inve            stments of the Spectrum Funds         (but
excluding the costs and expenses of any “closing” or similar celebratory dinners             ); all
fees and expenses (other than travel expenses) incurred in connection with
...

Item 7 - Types of Clients

Types of Clients and Investment Vehicles

SEM provides advice to the Spectrum Funds and Employee Investment Funds, which
are pooled investment vehicles . The limited partners of the Spectrum Funds include
high net worth individuals, corporations, funds of funds, financial institutions,
endowments, foundations, trusts, estates, sovereign wealth funds, and public and
private pension and profit sharing plans . SEM also provide s investment advice to Co -
invest SPVs .

SEM and/or its affiliates may establish certain alternative investment vehicles, parallel
funds and/or special purpose vehicles (collectively, “        AIVs”) for the purpose of
addressing tax, regulatory and/or structural issues, and/or facilitating certain
investments by one or more Spectrum Funds and/or investors . Prospective investors
are requested to refer to the Governing Documents of the applicable Spectrum Fund
for complete details on any AIV that may be established by such Spectrum Fund and
such Spectrum F und’s ability to make investments through AIVs . Certain investors in

Spectrum Funds may participate directly or indirectly through AIVs structured as
“blocker corporations” (and bear the burden of taxes and certain other expenses and,
to the extent feasible, reductions in proceeds incurred in connection with the
formation a nd operation of such “blocker corporation”) while other investors
(including the general partner entities of such Spectrum Funds) participate through a
tax transparent AIV without an intervening “blocker corporation          .” This will create
conflicts for SEM an d its affiliates, particularly in structuring an exit from such
investments given the varying tax implications to SEM and its affiliates and the
investors in the applicable Spectrum Funds resulting from different exit structures          .
Returns from such investments to SEM and its affiliates, including in respect of their
carried interest, typically would not be reduced by any taxes, other expenses or
reductions in proceeds borne by any investor in a Spectrum Fund participating in such
investments directly or indi rectly through a “blocker corporation .” In addition, the
tax consequences to the general partner entities of the Spectrum Funds, and their
beneficial owners, with respect to tax items realized by the applicable Spectrum Funds
(including the tax rates applicable to income and gains and the ext         ent to which tax
items are deductible or otherwise result in a tax benefit) will be different than the tax
consequences to the investors in the such Spectrum Funds, and their beneficial
owners, from such tax items. SE M may also consider the tax objectives of the general
partner entities of the Spectrum Funds and their respective beneficial owners and may
elect to utilize AIVs to achieve such tax objectives (including in connection with the
structure of investments made by the Spectrum Funds, the manner (and timing) in
which investments are disposed of, and the form, nature and timing of distributions
made by the Spectrum Funds to their partners).

Minimum Investment Requirements

The Spectrum Funds are generally offered to “accredited investors” within the
meaning of the Securities Act and/or “qualified purchasers” within the meaning of
the Investment Company Act and are therefore not required to register as investment
companies un der the Investment Company Act in reliance upon the exemptions
available under Sections 3(c)(1) and 3(c)(7) thereof.

In general, the minimum investment commitment required of a limited partner to
participate in a Spectrum Fund is $10,000,000; however, the general partner of each
Spectrum Fund has discretion to increase or reduce the minimum investment
commitment . Investors are requested to refer to the Governing Documents of each
Spectrum Fund for complete information on minimum investment requirements for
participation in a particular Spectrum Fund     . The minimum commitment for an
investor in an Employee Investment Fund is      determined by the applicable general
partner of such Employee Investment Fund in its sole discretion.