True Wind Capital Management LP

Item 5 – Fees and Compensation
A. The Firm is an SEC-registered adviser and will only deliver this brochure to “qualified purchasers” as
    defined in the Investment Company Act. Therefore, a description of the Firm’s compensation for
    advisory services is set forth in each Fund’s respective offering and governing documents. Investors
    and prospective Investors should refer to such documents for a detailed description of the
    management fee paid by each Fund to True Wind (the “Management Fee”).

    The GP Entity of a Fund also generally charges performance-based compensation, which is allocated
    by each Fund under the terms of its respective governing documents (the “Carried Interest”). Please
    see Item 6 below for further information regarding Carried Interest. Co-investment vehicles that are
    established by True Wind on a transaction-by-transaction basis and that invest alongside one or more
    Funds (“Co-Investment Vehicles”) are generally not required to pay a Management Fee or Carried
    Interest, provided that True Wind may charge Management Fees, Carried Interest and/or one-time
    funding fees in respect of Co-Investment Vehicles as True Wind determines in its sole discretion in
    accordance with the applicable governing agreements.

1 The investment advice provided to the Funds is generally subject to the overall direction and control of the GP Entities, and

therefore the Firm does not have ultimate investment discretion with respect to the assets of any Fund.

B. The Firm charges each Fund a Management Fee in advance on a quarterly basis, which is deducted
   directly from such Fund’s assets. Management Fees paid by a Fund may also be reduced by other fees
   or compensation received by the Firm or its affiliates that relate to such Fund’s activities and
   investments, or by certain excess organizational or other expenses borne by such Fund, as described
   in more detail below. Management Fees paid by a Fund are indirectly borne by investors in such Fund.
   The precise amount of, and the manner and calculation of, the Management Fees for each Fund are
   established by the Firm through negotiations with investors in the applicable Fund and are set forth
   in such Fund’s governing documents. The Management Fees and other fees and distributions
   described herein may be subject to modification, waiver or reduction by the Firm in its sole discretion,
   both voluntarily and on a negotiated basis with selected investors via side letter and other
   arrangements, which may not be disclosed to all other investors in the same Fund. The fee structures
   described herein may be modified from time to time. Fees may differ from one Fund to another and
   could potentially vary among investors in the same Fund.

    To the extent relevant, the Management Fees paid by a Fund will generally be reduced by a
    percentage of: (1) the amount of fees paid by such Fund to persons acting as a placement agent in
    connection with the offer and sale of interests in such Fund to certain potential investors, (2) expenses
    incurred by the Firm in connection with the organization of such Fund that exceed a limit specified in
    such Fund’s governing documents and/or (3) certain Other Fees (as defined below) received by the
    Firm or its affiliates. The amount and manner of any such reduction, if any, is set forth in the governing
    documents of the applicable Fund. To the extent Other Fees relate to more than one Fund, the Firm
    shall allocate the resulting Management Fee reduction among the applicable Fund(s) in accordance
    with the terms and provisions of the governing documents of such Fund(s). Any such reduction of a
    Fund’s Management Fees will be limited to the extent of such Fund’s proportionate interest in any
    such portfolio company. As some Funds do not pay Management Fees, any such reduction will not
    benefit such Funds.

    The Management Fee will be calculated on a basis that generally is not tied to a Fund’s then-current
    net asset value. For certain Funds, as described in the applicable Fund’s limited partnership
    agreement, the Management Fee with respect to each Limited Partner will be calculated based on a
    percentage of such Limited Partner’s capital commitment during the investment period (or such other
    period set forth in the Fund’s limited partnership agreement) until the first full quarter following the
    earlier of (i) the end of the investment period and (ii) the date on which a management fee first
    accrues to True Wind from a successor Fund. Thereafter, the Management Fee will be calculated
    based on a percentage of the amount of such Limited Partner’s capital contributions (which in certain
    Funds includes each Limited Partner’s share of any outstanding fund-level borrowings) with respect
    to portfolio investments that have not been disposed of or written off. As a result, True Wind will have
    an incentive to defer realization of portfolio investments, make more speculative portfolio
    investments, seek to deploy the capital commitments (or borrowings in lieu thereof) in portfolio
    investments at an accelerated pace and/or hold portfolio investments longer, in each case, than it
    otherwise would have if Management Fees were based solely on capital commitments. In addition,
    Limited Partners should note that capital contributions for portfolio investments will include, and the
    Management Fee will accrue on, costs for portfolio investments that are capitalized for GAAP
    purposes (including but not limited to legal fees and expenses, transaction fees, advisory fees,
    estimated third-party diligence expenses and borrowing and other financing fees and expenses,
    including interest expenses) notwithstanding that such amounts are eligible to be treated as an
    expense of the Fund under the applicable Fund’s limited partnership agreement.
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Item 7 –    Types of Clients
True Wind provides investment advice to the Funds, which are pooled investment vehicles, organized as
limited partnerships that are exempt from registration under the Investment Company Act. The Funds
only accept investors that meet the criteria of each of: (i) “accredited investor” (as defined in Rule 501 of
Regulation D under the Securities Act), (ii) “qualified client” (as defined in Rule 205-3 of the Investment
Advisers Act of 1940 (the “Advisers Act”)), and (iii) “qualified purchaser” (as defined in Section 2(a)(51) of
the Investment Company Act).