Brentwood Private Equity, a Delaware limited liability company that commenced operations in April 1999, is a private investment management firm and a registered investment adviser. Brentwood, including Brentwood Private Equity IV, L.P. (“Brentwood IV”), Brentwood Private Equity V, L.P. (“Brentwood V”) and Brentwood Private Equity VI, L.P. (“Brentwood VI,” together with Brentwood Private Equity, Brentwood IV and Brentwood V, the “Advisers” or the “General Partners”), each a Delaware limited partnership, provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. Each of the Advisers conducts business primarily under the name Brentwood Associates. Brentwood commenced operations in 1972. Brentwood IV is the general partner of Brentwood Associates Private Equity IV, L.P. (“BAPE IV”) and BAPE IV - AIV, L.P. (“BAPE IV-AIV”), each a Delaware limited partnership. Brentwood V is the general partner of Brentwood Associates Private Equity V, L.P. (“BAPE V”), Brentwood Associates Private Equity V-A, L.P. (“BAPE V-A”), BAPE V Executive Fund, L.P. (“BAPE V Executive”) and LADEN Co-Investment Fund, L.P. (“LADEN”), each a Delaware limited partnership. Brentwood VI is the general partner of Brentwood Associates Private Equity VI, L.P. (“BAPE VI”), Brentwood Associates Private Equity VI-A, L.P. (“BAPE VI-A”) and BAPE VI Executive Fund, L.P. (“BAPE VI Executive”), each a Delaware limited partnership. Each of Brentwood IV, Brentwood V and Brentwood VI is subject to the Advisers Act pursuant to Brentwood Private Equity’s registration in accordance with SEC guidance. Brentwood Private Equity, Brentwood IV, Brentwood V and Brentwood VI operate as a single investment advisory firm and are under common control. In addition, Brentwood Private Equity is the management company to BAPE IV, BAPE IV-AIV, BAPE V, BAPE V-A, BAPE V Executive, LADEN, BAPE VI, BAPE VI-A and BAPE VI Executive (each, a “Fund,” and together with any future private investment fund managed by Brentwood, the “Funds”). Brentwood has the authority to manage the business and affairs of the Funds pursuant to the limited partnership or other operating agreements of the Funds (each, a “Partnership Agreement”) and/or respective management agreements with Brentwood IV, Brentwood V and Brentwood VI. From time to time, Brentwood may, for tax, regulatory or other structuring reasons, determine that an investment that would otherwise be made through a Fund should be made through an alternative investment vehicle formed by Brentwood (an “Alternative Investment Vehicle”), subject to any applicable limitations in the relevant Partnership Agreement. Alternative Investment Vehicles also may be established in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. There generally is limited discretion to invest the assets of Alternative Investment Vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the related Fund. The Funds are private equity funds and invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” The Advisers’ investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating investments, managing and monitoring investments and achieving dispositions for such investments. Although each Fund invests predominantly in non-public companies, each Fund may invest in public companies, subject to any limitations set forth in its Partnership Agreement. The Funds generally seek to take a controlling position when investing in a portfolio company, and generally at least one Brentwood Principal (as defined below) or other Brentwood investment professional serves on a portfolio company’s board of directors or other similar body in order to represent the applicable Fund’s interests in the portfolio company. The Advisers’ advisory services to the Funds are detailed in the applicable private placement memoranda or other offering documents (each, a “Memorandum”), management agreements and Partnership Agreements (as applicable, together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the overall investment program for the applicable fund, but may be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Partnership Agreement. Each Fund or its General Partner generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights (including but not limited to information rights, transfer rights and the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons, or other rights) under, or altering or supplementing the terms of, the relevant Partnership Agreement with respect to such investors. In addition, from time to time and as permitted by the relevant Partnership Agreement, the Advisers expect to provide co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants (including operating partners) and other service providers, Brentwood’s personnel and/or certain other persons associated with Brentwood and/or its affiliates (e.g., a vehicle formed by Brentwood’s Principals (as defined below) to co- invest alongside a particular Fund’s transactions). Such co-investments typically involve investment and disposal of interests in the applicable portfolio company at substantially the same time and on substantially the same terms as the Fund making the investment. However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell- down or transfer). Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment. Where appropriate, and in Brentwood’s sole discretion, Brentwood is authorized to charge interest and/or fees on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions) to compensate the relevant Fund for the holding period, and to seek reimbursement to the relevant Fund for related costs. As of December 31, 2018, Brentwood managed $2,254,157,641 in client assets on a discretionary basis. Brentwood Private Equity is managed by its respective managing members, who are William M. Barnum, Jr., Roger V. Goddu, Eric G. Reiter, Steven W. Moore and Rahul Aggarwal (collectively, the “Principals”). Each of Brentwood IV, Brentwood V and Brentwood VI is managed by its limited partners, who are the Principals. William M. Barnum, Jr. owns more than 25% of Brentwood Private Equity, Brentwood IV and Brentwood V. please register to get more info

Brentwood IV receives a management fee (the “Management Fee”) with respect to services it provides to BAPE IV, Brentwood V receives a Management Fee in connection with advisory services it provides to BAPE V and BAPE V-A and Brentwood VI receives a Management Fee in connection with the advisory services it provides to BAPE VI and BAPE VI-A. Brentwood IV is also entitled to a Management Fee for any investment made through an Alternative Investment Vehicle, including BAPE IV-AIV, on the same basis as investments made through BAPE IV. In such case, investors are not double-charged Management Fees for any such investments. 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 may receive a carried interest with respect to the advisory services it provides to BAPE IV, BAPE IV-AIV, BAPE V, BAPE V-A, BAPE VI and BAPE VI-A, as applicable. 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, LADEN and BAPE VI Executive do not pay Management Fees or carried interest. The Advisers may receive additional compensation in connection with management and other services performed for portfolio companies of the Funds and such additional compensation may 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 With respect to BAPE IV, Brentwood IV initially received an annual Management Fee of 2.0% of commitments (subject to potential reductions due to offsets under certain circumstances as described in more detail below and in the Partnership Agreement). The Management Fee commenced on the effective date of BAPE IV, and the Partnership Agreement provides for a reduction in the Management Fee upon certain events that have already occurred. Accordingly, the Management Fee is now equal to the actual blended fee percentage per annum applicable to the last period before the fee was reduced (2.0%), multiplied by aggregate funded commitments less aggregate distributions representing a return of capital and, without duplication, complete write-offs; provided that distributions with respect to sold portfolio company investments shall only be included in such calculation to the extent that the amount invested in such portfolio company exceeds the aggregate fair market value of all remaining investments in such portfolio company, as described in the Partnership Agreement. As more fully described in the Partnership Agreement, the Management Fee generally may be offset (but not below zero) by BAPE IV’s share (but not by the share of any co-investors or co-investment vehicles) of certain income received by Brentwood IV or its affiliates (excluding operating partners) from BAPE IV’s portfolio companies for each semi-annual period immediately succeeding the semi-annual period in which such income was received, in each case as follows:
• Break-Up, Transaction, and Directors Fees: 100% of the Non-Affiliated Partners’ Percentage (i.e. the fraction of the aggregate commitments of all partners other than “affiliated partners” (as designated by the General Partner in its sole discretion) over the aggregate commitments of all partners, expressed as a percentage) of such fees.
• Co-Invest and Monitoring Fees: 80% of the Non-Affiliated Partners’ Percentage of such fees. 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 its affiliates (excluding 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% per annum of the Non- Affiliated Partners’ Percentage of aggregate commitments. Beginning on the first Management Fee due date after the earliest to occur of the expiration of the Investment Period or certain other events specified in the Partnership Agreement, the Management Fee will be reduced to an amount 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 its affiliates (excluding 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.
Other Management Fee Information
Management Fees are payable semi-annually, partially in advance and partially in arrears. Installments of the Management Fee payable for any period other than a full six-month period are adjusted on pro rata basis according to the actual number of days in such period. With respect to BAPE V, BAPE V-A, BAPE VI and BAPE VI-A, Management Fees with respect to a final semi-annual period of any calendar year may be paid in one or more installments on any date after July 15 during such period. Certain Partnership Agreements permit the General Partner to waive or agree to reduce the Management Fee. Certain waived portions of the Management Fee are treated by the Partnership Agreement as a deemed capital contribution by the relevant General Partner, which is effectively invested in the relevant Fund on such General Partner’s behalf, and operates to reduce the amount of capital such General Partner would otherwise be required to contribute to such Fund. The limited partners 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, the exercise of such waiver may result in an acceleration (or delay) of investor capital contributions. Waived or reduced Management Fees are not subject to the Management Fee offsets described above, and the amount of such waived or reduced Management Fees has the potential to be significant. In certain circumstances, co-investors or other parties negotiate the right to share a portion of the above-described income from fees received by a General Partner or its affiliates (e.g., Transaction Fees) with respect to a particular investment, and the above-described offset percentages will be applied after excluding any amounts paid to such persons. Additionally, as further described below and in the applicable Memorandum and/or Partnership Agreement of certain Funds, it is the Advisers’ practice to use or retain certain operating partners to provide services to (or with respect to) one or more funds or certain portfolio companies in which one or more Funds invest. Such operating partners generally receive compensation and other amounts described herein from the relevant portfolio companies or Funds (directly or indirectly, including through BPE Operations, LLC as described below) to which they provide services and such amounts generally will not result in additional offsets to the Management Fee; however, in certain cases so notified to the relevant Funds, the relevant General Partner has in its sole discretion adopted a policy that provides that certain such amounts will be offset which may be modified from time to time or terminated in such General Partners sole discretion.
Carried Interest
Brentwood Private Equity will receive a carried interest with respect to BAPE III and BAPE III-A equal to 20% of all realized profits in excess of an 8% compound preferred return subject to a General Partner catch up provision, as more fully described in the applicable Partnership Agreements. Brentwood IV will receive a carried interest with respect to BAPE IV and BAPE IV-AIV equal to 20% of all realized profits in excess of an 8% compound preferred return subject to a General Partner catch-up provision, as more fully described in the applicable Partnership Agreements. Brentwood V and Brentwood VI will receive a carried interest with respect to BAPE V and BAPE V-A, and BAPE VI and BAPE VI-A, respectively, equal to 20% of all realized profits in excess of an 8% compound preferred return subject to a General Partner catch-up provision, as more fully described in the applicable Partnership Agreements. In addition to the general potential giveback of carried interest at the end of a Fund’s life if the General Partner has received excess cumulative distributions, Brentwood V and Brentwood VI are subject to interim giveback obligations, as specified in the applicable Partnership Agreement. It is expected that any future Funds will have a similar fee structure.
Other Information
The 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 Partnership Agreement, over the term of the relevant Fund and investors generally are not permitted to withdraw or redeem interests in the Funds. Principals or other current or former employees of Brentwood generally receive salaries and other compensation derived from, and in certain cases including a portion of, the Management Fee, carried interest or other compensation received by Brentwood Private Equity or its affiliates. In addition, the General Partners are permitted to exempt certain Fund investors, including the Advisers and their affiliates and “affiliated partners,” from payment of all or a portion of Management Fees and/or carried interest. Any such exemption from Management Fees and/or carried interest may be made by a direct exemption, a rebate by the applicable General Partner and/or its affiliates, or through other Funds which co-invest with the applicable Fund. In general, the Management Fee offsets described above apply only with respect to the capital commitments of fee-paying investors. In addition to the Management Fee and carried interest payable to the Advisers, the Funds bear certain expenses. As set forth more fully in the applicable Governing Documents, the Funds generally bear all organizational expenses, subject to certain exceptions set forth in the Partnership Agreement, together with all expenses relating to the Fund’s activities, investments and business to the extent not reimbursed by portfolio companies or applied to reduce transaction fees, including costs and expenses attributable to structuring, organizing, acquiring, managing (including the costs of hosting or attending training programs, meetings or other events for portfolio companies and/or their personnel), operating, holding, valuing, winding up, liquidating, dissolving and disposing of such Fund’s investments, legal, indemnification, filing, accounting, auditing, investment banking, research, consulting (including operating partners), administration, communications, marketing and publicity, information, real estate title, appraisal, advisory, valuation, tax and other third-party experts and/or professional services, brokerage, finder, placement agent, custodial, depository, trustee, transfer, record keeping, registration, indebtedness of, or guarantees made by, a Fund, a General Partner, Brentwood or, under the circumstances set forth in the Partnership Agreement, any limited partner on behalf of a Fund, loan administration, private placement fees, insurance (including, without limitation, directors and officers liability, errors and omissions liability and general partnership liability premiums and other insurance expenses), travel (including the cost of using a private aircraft or other private air travel at a cost commensurate with the cost of first class commercial airfare (including the use of a private aircraft owned or partially owned by Brentwood or its affiliates)), meal and entertainment expenses, lodging and ground transportation (including car service), financing, commitment, origination and similar fees, the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedule K-1s, or any other administrative, compliance or regulatory filings or reports (including Form PF and any filings or reports contemplated by the Alternative Investment Fund Managers Directive or any similar law, rule or regulation), developing, licensing, printing, publicity, implementing or maintaining or upgrading any web portal, extranet tools, computer software or other administrative or reporting tools for the benefit of a Fund, any activities with respect to protecting the confidential or non-public nature of any information or data, limited partner advisory board (including meetings), broken deal (including any expenses related to a potential syndication, travel or after hour meals or car services), interest, taxes and other governmental fees and charges, expenses incurred in connection with any tax audit, investment settlement or review, distributions to limited partners, acquisition, holding and disposition of investments, complying with any law or regulation related to the activities of a Fund, any litigation or governmental inquiry, investigation or proceeding, including the amount of any judgments, settlements or fines paid in connection therewith, extraordinary expenses, expenses incurred by a Fund or an Adviser in connection with the annual and other periodic meetings including limited partner meetings, if any (and related meal and entertainment expenses), limited partner gifts, and other similar fees and expenses including fees and expenses related to transactions that may have been offered to co-investors, dissolution, liquidation, final winding up and termination of the Funds, amendments, waivers, consents or approvals related to a Fund’s constituent documents, but not the Advisers’ expenses in connection with maintaining and operating their offices (such as compensation of its employees, rent, utilities and general office expenses). As is typical for private equity funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds. To the extent brokerage fees are incurred, they will be incurred in accordance with the general practices set forth in “Brokerage Practices.” In certain circumstances, one Fund is expected to pay an expense common to multiple Funds (including without limitation legal expenses for a transaction in which multiple Funds participate, or other fees or expenses in connection with services the benefit of which are received by other Funds over time), and be reimbursed by the other Funds by their share of such expense, without interest. In certain circumstances, Brentwood is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. As described above, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in portfolio companies alongside one or more Funds, subject to Brentwood’s related policies and the relevant Partnership Agreement(s) and/or Side Letter(s). A General Partner may receive compensation, including Management Fees and carried interest, for management and other services performed in connection with co- investments made in portfolio companies of the Funds. Where a co-invest vehicle is formed to invest in a portfolio company, such portfolio company and/or its investors generally will bear expenses (directly or indirectly) related to such investment, some of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of Brentwood, ultimately is not consummated, broken deal fees and expenses relating to such proposed transaction may be borne by the Fund(s), and not by any prospective co-investors, that were to have participated in such transaction, subject to Brentwood’s sole discretion. In exercising such discretion Brentwood will consider the timing of the transaction, market conditions and other factors. However, to the extent that such co-investors have already invested in a co-investment or other vehicle in connection with such transaction, such co-investor or vehicle may bear its share of such broken deal expenses. Furthermore, as described more fully in the applicable Fund’s Governing Documents, certain of Brentwood’s affiliates may provide services to (or with respect to) certain portfolio companies in which a Fund may invest. In connection with such services, such persons may receive fees and other compensation from such portfolio companies. Brentwood and/or its affiliates generally have discretion over whether to charge such fees or other compensation to a portfolio company and, if so, the rate, timing and/or amount of such compensation. The receipt of such compensation generally will give rise to potential conflicts of interest between the Funds, on the one hand, and Brentwood and/or its affiliates on the other hand.
Operations Group
Additionally, Brentwood has retained, and may in the future use or retain, certain operating partners to provide services to (or with respect to) one or more Funds or certain current or prospective portfolio companies in which one or more Funds invest, in each case, as and to the extent permitted by the relevant Partnership Agreement(s). Such operating partners include persons retained or employed by Brentwood Private Equity, a General Partner or their affiliates, including BPE Growth and Operations, LLC, as well as other consultants. Such operating partners generally provide services in relation to manufacturing, sales, marketing, technology, human resources, acquisition integration/rationalization and/or other operations services, portfolio company acquisition, due diligence and disposition, and similar services. In certain circumstances, these services also include serving in management or policy-making positions for portfolio companies. Operating partners receive compensation, including, but not limited to cash fees, retainers, transaction fees, a profits or equity interest in a portfolio company, profits or equity interests in one or more Funds or General Partners, remuneration from Brentwood, its Funds or affiliates and/or portfolio companies, or other compensation, which typically are determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of such operating partners, a percentage of the value of the portfolio company, and/or the amounts charged by other providers for comparable services. Operating partners also generally will be reimbursed for certain travel and other costs in connection with their services, and in certain circumstances are expected to be allowed to invest (whether directly or through vehicles they or Brentwood manages) in portfolio companies they have identified or with respect to which they provide services or other strategic benefits. As described above, such amounts will not offset the Management Fee except to the extent the relevant General Partner has notified the relevant Fund that it has adopted a policy offsetting certain such amounts. The use of operating partners subjects the Advisers to conflicts of interest, as discussed under “Conflicts of Interest,” below. please register to get more info

As described under “Fees and Compensation,” Brentwood IV receives a carried interest from BAPE IV (and BAPE IV-AIV), Brentwood V receives a carried interest allocation on certain realized profits in BAPE V and BAPE V-A, and Brentwood VI receives a carried interest allocation on certain realized profits in BAPE VI and BAPE VI-A. None of BAPE V Executive, LADEN or BAPE VI Executive are charged a performance-based fee. The Advisers believe that this arrangement does not pose a conflict since the Funds are the primary investment vehicles for Brentwood’s investors, and BAPE V Executive’s ability to co-invest alongside BAPE V and BAPE V-A, LADEN’s ability to co-invest alongside BAPE V and BAPE VI Executive’s ability to co-invest alongside BAPE VI and BAPE VI-A, are subject to limitations set forth in the applicable Partnership Agreements, including limitations on capital BAPE V Executive, LADEN and BAPE VI Executive can raise. The existence of performance-based compensation has the potential to create an incentive for the General Partner to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although Brentwood generally considers performance-based compensation to better align its interests with those of its investors. Additionally, to the extent that Brentwood personnel are assigned varying percentages of carried interest from the Funds, such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for Funds from which they are entitled to receive a higher carried interest percentage. Brentwood seeks to address the potential for conflicts of interest in these matters with allocation policies and practices that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s investment guidelines and its Governing Documents, as well as other factors that do not include the amount of performance- based compensation received by Brentwood or any personnel. please register to get more info

Brentwood Private Equity provides investment advice to the Funds. The Funds may include investment partnerships or other investment entities formed under domestic 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 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 and may include, directly or indirectly, current and former principals or other employees of Brentwood Private Equity and its affiliates and members of their families, operating partners or other service providers retained by Brentwood Private Equity and its affiliates. The Funds generally have a minimum investment amount of $10 million for third-party investors. Such minimum investment amount may be waived by the General Partners. BAPE V Executive and BAPE VI Executive are investment vehicles for certain Brentwood personnel and do not have a minimum investment amount. LADEN is a limited partner co-invest vehicle. please register to get more info

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 category-defining brands with exceptional customer loyalty and attractive prospects for growth. They will seek to leverage Brentwood’s deep expertise in relevant sectors – particularly branded consumer products, multi-location strategies, direct-to-customer marketers, niche brands with specialty distribution, and education and business services – to implement meaningful strategic and operational enhancements and unlock the growth potential of their 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.1 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 1 Any fees, compensation, expense reimbursements or other amounts received by these executives and industry resources generally are paid by a portfolio company or prospective portfolio company or, subject to the terms and conditions of the applicable Fund’s Partnership Agreement, by the Fund, and do not offset the Fund’s Management Fee. 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 variety of structures, including recapitalizations, management buyouts, and growth equity investments. Most investments include financial control or, at a minimum, strategic elements of control, such as board representation, approval or veto rights over key business decisions, preferred equity with liquidation preference or debt-like securities with warrants. Professionals of the Advisers often constitute a majority of the board of director seats or board of director votes, though the Advisers also actively recruit independent directors with meaningful relevant experience, when appropriate. The Advisers seek to carefully tailor portfolio company capital structures to provide sufficient flexibility for the execution of the company’s growth plans. As a result, the Advisers typically utilize moderate financial leverage to allow for significant reinvestment of capital for growth. Given that the Advisers seek investments with high unlevered returns on internally invested capital and multiple growth opportunities, most investments are not reliant upon financial leverage. The Advisers may also seek preferred equity structures in situations where existing entrepreneurs maintain a meaningful operating role and a significant equity roll-over investment, while maintaining equity upside characteristics. The Advisers seek to structure attractive risk-adjusted returns typically through a combination of moderate leverage and, where appropriate, equity structuring. Investment Criteria. In assessing potential transactions, the Advisers seek investments in portfolio companies that demonstrate, or with the Advisers’ resources have the potential to achieve, the following characteristics: experienced management leadership with aligned incentives; strong performance culture focused on the customer; differentiation that is tangible to the customer; clear path to long-term growth; and high returns on invested capital. Realization and Exits. The Advisers believe their growth focus provides them with flexibility with respect to the timing and method of exit, creating the potential for the optimization of proceeds from each realization. The Advisers’ growth strategy seeks to create companies that are attractive to strategic buyers, as well as financial buyers seeking platforms for further growth. In certain portfolio companies where rapid and extensive reinvestment of capital is a continuing part of the growth strategy, the Advisers may seek partial liquidity through an initial public offering. The Funds typically hold investments between four and seven years, although the timing of realizations will vary based on the market conditions of the industry sector, the company’s execution of its long-term growth strategy, and the general tenor of debt and equity financial markets.
Risks of Investment
Each Fund and its investors bear the risk of loss that the Advisers’ investment strategy entails. Investors should review each Fund’s Memorandum for information regarding risks specific to each Fund. In general, the risks involved with the Advisers’ investment strategy and an investment in each Fund include, but are not limited to, those described below. Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities issued by privately held companies, and operating results in a specified period are difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Future and Past Performance; Loss of Principal. The performance of the Principals’ or a Fund’s prior investments is not necessarily indicative of such Fund’s future results. While the General Partner intends for a Fund to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that the targeted internal rate of return will be achieved. On any given investment, loss of principal is possible. Investment in Junior Securities. The securities in which a Fund will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made. Concentration of Investments; Lack of Diversification. A Fund will likely participate in a limited number of investments. To the extent that the capital raised is less than the targeted amount, a Fund may invest in fewer portfolio companies and thus be less diversified. If a Fund co-invests with another private equity fund, a limited partner invested in such other fund may have exposure to a single portfolio company through more than one fund, potentially multiplying such limited partner’s losses. Given the Principals’ experience in certain core industries and the structural requirements of operating the Funds, a Fund may seek to make investments in a single industry segment, in a limited geographic area, in a single asset type and/or within a short period of time, which could create the conditions for a portfolio of investments that exhibit, amongst themselves, a very high degree of correlated returns. As a result of the foregoing, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry, or the timing of such Fund’s investments, may substantially affect such Fund’s aggregate return. In addition to the foregoing, because a Fund may only make a limited number of investments and such investments generally will involve a high degree of risk, poor performance by even a single investment could severely affect total returns. If certain investments perform unfavorably, then in order for a Fund to achieve above-average returns, one or a few of its investments must perform very well, and there can be no assurances that this will be the case. To the extent a Fund provides bridge financing to facilitate portfolio company investments, it is possible that all or a portion of such bridge financing will not be recouped within the time period specified in the Partnership Agreement, in which case the investment would be treated as a permanent investment of the Fund. As a result, the Fund’s portfolio could become more concentrated with respect to such investment than initially expected or otherwise provided for under the Fund’s investment limitations, certain of which exclude bridge financing investments. Impacts of Excuse or Exclusion. A limited partner’s participation in a Fund’s investments may be limited by virtue of the Fund’s General Partner’s right to exclude a limited partner from, or a limited partner’s right to be excused from, participating in certain of such Fund’s investments as set forth in the applicable Partnership Agreement, thereby increasing the participation of other limited partners. As a consequence of one or more limited partners being excused or excluded or other factors limiting their participation in investments, the aggregate returns realized by the participating limited partners could be adversely affected in a material manner by the unfavorable performance of even one investment by a Fund. Unspecified Investments. Limited partners will be relying on the ability of the relevant General Partner to locate and evaluate the investments to be made by a Fund. The activity of identifying, completing and realizing private equity investments involves a high degree of uncertainty and is subject in some cases to the prevailing capital market, regulatory or political environment. There can be no assurance that a General Partner will be able to locate or a Fund will be able to complete portfolio investments that satisfy such Fund’s rate of return objectives or, if completed, realize such investments for fair or attractive values or that such Fund will be able fully to invest its committed capital. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity transactions is highly competitive. A Fund will encounter competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and corporations, strategic industry acquirers and other financial investors, including hedge funds, investing directly or through affiliates. Over the past several years, an ever-increasing number of private equity funds have been or are being formed, and many existing funds have grown in size. Additional funds with similar investment objectives may be formed in the future by other unrelated parties. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, and/or more personnel than the Advisers and their affiliates. The General Partners expect that competition for appropriate investment opportunities will continue to increase, which may also require a Fund to continue to participate in auctions, the outcome of which cannot be guaranteed, thus reducing the number of investment opportunities available to such Fund and/or adversely affecting the terms upon which portfolio investments can be made. To the extent that a Fund encounters competition for investments, returns to limited partners may decrease. In addition, it is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. Moreover, limited partners will be required to bear Management Fees through the relevant Fund during the investment period based on the entire amount of the limited partners’ commitments and other expenses as set forth in the applicable Partnership Agreement. Dynamic Investment Strategy. While the Advisers generally intend to seek attractive returns for the Funds primarily through making private equity investments as described in the applicable Memorandum and Partnership Agreement, the Advisers may pursue additional investment strategies and may modify or depart from their initial investment strategy, investment process and investment techniques to the extent the Advisers determine such modification or departure to be appropriate and consistent with the relevant Partnership Agreement(s). The Advisers may pursue investments outside of the industries and sectors in which the Principals have previously made investments or have internal operational experience. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as illiquid. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. A Fund’s ability to dispose of investments may be limited for several reasons. Illiquidity may result from the absence of an established market for the investments, as well as legal, contractual or other restrictions on their resale by such Fund. Dispositions of investments may be subject to contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. In addition, the ability to exit an investment through the public markets will depend upon favorable market conditions, including receptiveness to initial or secondary public offerings for the companies in which the relevant Fund invests and an active mergers and acquisitions (or recapitalizations and reorganizations) market. Public offering, merger and acquisition and recapitalization and reorganization opportunities may be limited or non- existent for extended periods of time, whether due to economic, regulatory or other factors. In view of these limitations on liquidity, a Fund generally will not be able to realize proceeds from an investment in a privately-held entity until the sale of such entity. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including the Management Fee) may exceed its income, thereby requiring that the difference be paid from such Fund’s capital, including unfunded commitments. Leveraged Investments; Borrowing. A Fund may make use of leverage by having a portfolio company incur debt to finance a portion of its investment in such portfolio company, including in respect of companies not rated by credit agencies. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment, and the magnification of the risk of loss may be substantial. The cost and availability of leverage is highly dependent on the state of the broader credit markets, which may be impacted by regulatory restrictions and guidelines and which are difficult to forecast accurately, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of such Fund’s investments in the leveraged portfolio companies in a down market. In the event any portfolio company cannot generate adequate cash flow to meet its debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of such Fund. Additionally, lenders would typically have a claim that has priority over any claim by a Fund to the assets of such portfolio company in an insolvency event or proceeding. Should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, such Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. If a portfolio company is unable to obtain favorable financing terms for its investments, refinance its indebtedness or maintain a desired or optimal amount of financial leverage, a Fund may hold a larger than expected equity investment in such portfolio company and may realize lower than expected returns from the portfolio company that would adversely affect such Fund’s ability to generate attractive investment returns for such Fund as a whole. Any failure by lenders to provide previously committed financing could also expose a Fund to potential claims by sellers of businesses which such Fund may have been contracted to purchase. A Fund may also borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt). Any use of leverage by a Fund may result in interest expense and other costs to such Fund that may not be covered by distributions made to such Fund or appreciation of its investments. Fund-level borrowings typically are longer term in nature. A Fund may incur leverage on a joint and several basis with one or more other Funds and entities managed by the Advisers or any of their affiliates and, in connection with incurring such indebtedness, an Adviser may, in its sole discretion, cause the relevant Fund to enter into one or more agreements to obtain a right of contribution, subrogation or reimbursement from or against such entities. However, it is possible that, if and when a Fund were to seek to enforce any such right, any such entity could default on its obligation and/or such right may otherwise be unenforceable. In addition, to the extent a Fund incurs leverage or provides any guaranty, such amounts may be secured by the capital commitments of such Fund’s investors and other Fund assets. The inability of a Fund to repay any leverage secured by the capital commitments of such Fund’s investors could enable a lender to issue a capital call on behalf of the General Partner of such Fund. Restricted Nature of Investment Positions. Generally, there is no readily available market for a substantial number of a Fund’s investments, and hence, most of the Fund’s investments are difficult to value. Certain investments may be distributed in kind to the partners of a Fund and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such partners. After a distribution of securities is made to the partners, many partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such partners may be lower than the value of such securities determined pursuant to the Partnership Agreement, including the value used to determine the amount of carried interest available to an Adviser with respect to such investment. Reliance on the General Partner and Portfolio Company Management. Control over the operation of a Fund will be vested entirely with the General Partner, and such Fund’s future profitability will depend largely upon the business and investment acumen of the Principals. The loss or reduction of service of one or more of the Principals could have an adverse effect on a Fund’s ability to realize its investment objectives. In addition, the Principals currently, and in the future are expected to, manage other investment funds besides the Funds and the Principals may need to devote substantial amounts of their time to the investment activities of such other funds, which may pose conflicts of interest in the allocation of the time of the Principals. Limited partners of a Fund generally have no right or power to take part in the management of the Fund, and as a result, the investment performance of the Fund depends entirely on the actions of the General Partner. In addition, certain changes in the General Partner or circumstances relating to the General Partner may have an adverse effect on a Fund or one or more of its portfolio companies including potential acceleration of debt facilities. Although the General Partner will monitor the performance of each Fund investment, it is primarily the responsibility of each portfolio company’s management team to operate the portfolio company on a day-to-day basis. Although a Fund generally intends to invest in companies with strong management or recruit strong management to such companies, there can be no assurance that the management of such companies will be able or willing to successfully operate a company. Uncertainty of Projections. A Fund may use financial projections to help analyze a potential investment or future capital raises and financing for portfolio companies or other transactions. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by an Adviser in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of other unforeseen events could impair the ability of a portfolio company to realize projected values. There can be no assurance that the results set forth in any projections will be attained, and actual results may be significantly different from projections. Changes in Investment Focus. A Fund is not restricted in terms of the percentage of its capital that can be invested in a particular industry. While this Brochure contains a description of the types of investments that the Funds have historically made and information about the General Partners’ expectations with respect to the Funds, many factors may contribute to changes in emphasis in the construction of a portfolio, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. There can be no assurance that the investment portfolio of a Fund will resemble the portfolio of any prior Fund. Risks in Effecting Operating Improvements. In some cases, the success of a Fund’s investment strategy will depend, in part, on the ability of such Fund to effect improvements in the operations of a portfolio company. The activity of identifying and implementing operating improvements at portfolio companies entails a high degree of uncertainty. In addition, executing operational improvements may divert the attention of key personnel and disrupt normal business. There can be no assurance that such Fund will be able to successfully identify and implement such improvements. Risks Relating to Due Diligence of and Conduct at Portfolio Companies; Expedited Transactions. Before making investments, a General Partner will typically conduct such due diligence as it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, technical, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto and such General Partner may rely on the advice received from such third parties. Investment analyses and decisions by such General Partner will often be undertaken on an expedited basis in order for the relevant Fund to take advantage of investment opportunities. In such cases, the information available to such General Partner at the time of an investment decision may be limited, and such General Partner may not have access to the detailed information necessary for a full evaluation of the investment opportunity. The due diligence investigation carried out with respect to any investment opportunity will not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in an investment being successful or even ensure a return on invested capital. Conflicting Investor Interests. Limited partners of a Fund may have conflicting investment, tax, and other interests with respect to their investments in the Fund, including conflicts relating to the structuring of investment acquisitions and dispositions. Conflicts may arise in connection with decisions made by the Advisers regarding an investment that may be more beneficial to one limited partner than another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, a General Partner generally will consider the investment and tax objectives of the Fund and its partners as a whole, not the investment, tax, or other objectives of any limited partner individually. Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. There continue to be discussions regarding enhanced governmental scrutiny and/or increased regulation of the private equity industry. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on a Fund’s activities, including the ability of the Fund to effectively and timely address such regulations, implement operating improvements or otherwise execute its investment strategy or achieve its investment objectives. The combination of such scrutiny of private equity firms (along with other alternative asset managers) and their investments by various politicians, regulators and market commentators, and the public perception that certain alternative asset managers, including private equity firms, contributed to the recent downturn in the U.S. and global financial markets, may complicate or prevent the Fund’s efforts to structure, consummate and/or exit investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, a Fund may invest in fewer transactions or incur greater expenses or delays in completing or exiting investments than it otherwise would have. Changes in U.S. and State Tax Law. Recent or future changes in U.S. federal and state income tax law could materially affect the tax consequences of a limited partner’s investment in a Fund, and the tax treatment of a Fund’s portfolio companies. While some of these changes could be beneficial, others could negatively affect the after-tax returns of a Fund and its limited partners. Accordingly, no assurance can be given that the currently anticipated tax treatment of an investment in the Funds, or of investments made by the Funds, will not be modified by legislative, judicial, or administrative changes, possibly with retroactive effect, to the detriment of the Funds’ limited partners. Recently enacted tax legislation modifies the taxation of investments in flow-through entities conducting an operating business, imposes new limitations on various types of deductions (particularly for U.S. individual taxpayers), limits the deductibility of interest expense for investors in flow-through entities, and imposes new limits on the use by tax-exempt investors of losses from unrelated business activities. The legislation also makes significant changes to the U.S. taxation of corporations. Among other changes, the legislation reduces the U.S. federal income tax rate on corporations from 35% to 21%, adds new limitations on interest expense and net operating loss deductions, allows 100% “bonus” first-year expensing of certain tangible personal property and purchased software, accelerates the time at which certain deferred revenue must be recognized, moves the U.S. towards a modified territorial tax system under which domestic corporations receive a 100% deduction for foreign-source portions of dividends received from 10%-owned foreign corporations, adds new provisions designed to discourage U.S. companies from locating their intellectual property in low-tax jurisdictions, and adds new rules to prevent so-called “base erosion” and corporate inversions. The full implications of the recent legislation for investors and portfolio companies are not yet clear. Accordingly, there can be no assurance that the recent legislation or subsequent legislation, regulations and interpretations thereof will not have an adverse effect on the Funds’ investment performance or any investor’s after-tax returns from the Funds. Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a successful portfolio company (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons). There is no assurance that a Fund will make follow-on investments or that the Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made). Additionally, such failure to make such investments may result in a lost opportunity for a Fund to increase its participation in a successful portfolio company or the dilution of the Fund’s ownership in a portfolio company if a third party invests in such portfolio company. Non-U.S. Investments. A Fund may invest in portfolio companies that are organized or headquartered or have substantial sales or operations outside of the United States, its territories, and possessions. Investments in non-U.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities and instruments, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. Dollar and the various non-U.S. currencies in which such Fund’s non-U.S. investments are denominated (including risks associated with potentially rapid inflation), and costs associated with conversion of investment principal and income from one currency into another; (ii) exposure to fluctuations in interest rates payable with respect to the instruments in which such Fund invests; (iii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iv) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; (v) the absence of uniform accounting, auditing, and financial reporting standards, practices and disclosure requirements, and less government supervision and regulation; (vi) certain economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic, governmental or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation; (vii) the possible imposition of non-U.S. taxes on income, gains and gross sales or other proceeds recognized with respect to such securities or instruments; (viii) the application of complex U.S. and non-U.S. tax rules to cross-border investments; (ix) possible non-U.S. tax return filing requirements for such Fund and/or the partners; (x) differing and potentially less well-developed or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors; (xi) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (xii) political hostility to investments by foreign or private equity investors; and (xiii) less publicly available information. Non-U.S. Currency Risks. Although many of a Fund’s investments are expected to be U.S. Dollar denominated, such Fund’s investments that are denominated in non-U.S. currencies are subject to the risk that the value of the particular currency in which such investment is denominated will change in relation to the U.S. Dollar, the currency in which the books of such Fund are kept and contributions and distributions generally will be made. Among the factors that may affect currency values are trade balances between nations, the level of short-term interest rates, differences in relative value of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. A Fund may incur costs in converting investment proceeds from one currency to another. A General Partner may, but it is under no obligation to, employ hedging techniques to manage exposure, although there can be no assurance that such strategies will be effective. Non-U.S. prospective investors should note that interests in a Fund are denominated in U.S. Dollars. Limited partners in a Fund in any country in which U.S. Dollars are not the local currency should note that changes in value of foreign exchange between the U.S. and such currency may have an adverse effect on the value, price or income of the investment to such prospective investors. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions. The fees, costs and expenses incurred by limited partners in converting their local currency to U.S. Dollars (if applicable) in order to make capital contributions will be borne solely by such limited partners and will be in addition to the amounts required by such capital contributions (and are not part of such limited partners’ commitments). Significant Adverse Consequences for Default. Each Partnership Agreement provides for significant adverse consequences in the event a limited partner defaults on its commitment or any other payment obligation. In addition to losing its right to potential distributions from a Fund, a defaulting limited partner may be forced to transfer its interest in a Fund for an amount that is less than the fair market value of such interest and that may be paid over a period of up to ten years, without interest. Dilution from Subsequent Closings. Limited partners admitted or that increase their respective Commitments to a Fund at subsequent closings generally will participate in then- existing investments of such Fund, thereby diluting the interest of existing limited partners in such investments. Although any such new limited partner will be required to contribute its pro rata share of previously made capital contributions, there can be no assurance that this contribution will reflect the fair value of a Fund’s existing investments at the time of such contributions. Non-controlling Investments. A Fund may hold meaningful minority stakes in privately held companies. In addition, during the process of exiting investments, a Fund at times may hold minority equity stakes of any size such as might occur if portfolio holdings are taken public. As is the case with minority holdings in general, such minority stakes that a Fund may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Lack of Unilateral Control. Even if a Fund is the majority investor or controlling shareholder, as applicable, of a portfolio company, in certain circumstances it may not have unilateral control of the portfolio company. To the extent the Fund invests alongside third parties, such as institutional co-investors or private equity funds of other sponsors, the relevant portfolio companies may be controlled or influenced by persons who have economic or business interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the Funds or their limited partners. Such third parties may be in a position to take action contrary to a Fund’s business, tax or other interests, and the Fund may not be in a position to limit such contrary actions or otherwise protect the value of its investment. Director Liability. A Fund will often seek to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which it invests (each, a “Board Representative”). In those instances where a Fund is not the sole shareholder of the applicable portfolio company, a Board Representative may have duties to persons other than such Fund. Serving on the board of directors (or similar governing body) of a portfolio company exposes the Board Representative, and ultimately the applicable Fund, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect against such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from a Fund’s investment activities. Advisory Board. The General Partner generally appoints limited partner representatives to the advisory boards of the relevant Funds, which have the ability to review and waive compliance with certain provisions of applicable Partnership Agreements, including resolving potential conflicts of interest situations, and whose approval is required or may be requested in certain circumstances under the applicable Partnership Agreement, including certain approvals or consents required by the Advisers Act. To the extent set forth in the applicable Partnership Agreement, all limited partners of a Fund are bound by the determinations of the advisory board, regardless of whether a limited partner is represented by a member of the relevant advisory board. The Partnership Agreements generally provide that to the fullest extent permitted by applicable law, none of the advisory board members shall owe any fiduciary duties to a Fund or any other partner. Members of the advisory board may have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to the advisory board for consideration or review. Members of the advisory board may have various business and other relationships with Brentwood and its members, partners, managers, directors, officers, employees and affiliates. These relationships may influence their decisions as members of the advisory board. To the extent that a limited partner is not represented by a member of the relevant advisory board, such limited partner will have no influence over matters submitted to such advisory board for review or approval. Hedging Arrangements. A General Partner may (but is not obligated to) endeavor to manage the relevant Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. A Fund may incur costs related to such hedging arrangements, which may be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission or other regulator or comply with an applicable exemption. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Fund’s portfolio companies. Subscription Lines. A Fund may enter into a subscription line with one or more lenders in order to finance its operations (including the acquisition of the Fund’s investments). Fund- level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital sooner than the General Partner would have otherwise called capital to repay the subscription line in the ordinary course, if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against the Fund may be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in incremental partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment and negotiation of the terms of the borrowing facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Partnership Agreement, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. A credit agreement may contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, a subscription line may impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in the Fund. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows the General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay the-then current amount outstanding under a subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant General Partner called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. General Economic and Market Conditions. The private equity industry generally and the success of a Fund’s investment activities specifically will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls, and national and international political and socioeconomic circumstances. Such factors are unpredictable and cannot be controlled by each General Partner. General fluctuations in the market prices of securities and economic conditions generally may reduce the availability of attractive investment opportunities for a Fund and may affect such Fund’s ability to make investments. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in a Fund’s investments and could have a negative impact on the performance and/or valuation of the portfolio companies. A Fund’s performance can be affected by deterioration in the capital markets and by market events, including events similar to the credit crisis in the summer of 2007 or the downgrading of the credit rating of the United States in 2011, which, among other things, can impact the public market comparable earnings multiples used to value privately held portfolio companies and investors’ risk-free rate of return. Movements in foreign exchange rates may adversely affect the value of investments in portfolio companies and a Fund’s performance. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of a Fund to sell and/or partially dispose of its portfolio company investments. Such adverse effects may include the requirement of a Fund to pay break-up, termination or other fees and expenses in the event such Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of such Fund to dispose of investments at prices that the relevant General Partner believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to obtain funding to support its investment objective. Any of the foregoing events could result in substantial or total losses to a Fund in respect of certain portfolio investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure and may be magnified by the expected limited geographic diversity of such Fund’s investments. Deterioration of Credit Markets May Affect Ability to Finance and Consummate Investments. In the event that the global credit markets deteriorate and it becomes more difficult for investment funds such as the Funds to obtain favorable financing for investments, the Funds’ ability to generate attractive investment returns may be adversely affected to the extent such Funds are unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of the Funds to realize their investments at favorable times or for favorable prices. Adequacy and Availability of Insurance. While a Fund may seek to make investments where insurance and other risk management products (to the extent available on commercially reasonable terms) are utilized to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance, this may not always be practicable or feasible. Moreover, it will not be possible to insure against all such risks, and such insurance proceeds as may be derived in a timely manner from covered risks may be inadequate to completely or even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or a replacement or rehabilitation. Certain losses of a catastrophic nature, such as those caused by wars, earthquakes, terrorist attacks or other similar events, may be either uninsurable or insurable at such high rates as to adversely impact a Fund’s profitability. Material Non-Public Information. From time to time, the Advisers and their personnel may come into possession of confidential or material, non-public information concerning specific companies, including as a result of certain Adviser personnel serving on the boards of directors of portfolio companies. Under applicable securities laws, this may limit an Adviser’s flexibility to buy or sell securities issued by such companies. A Fund’s investment flexibility may be constrained as a consequence of an Adviser’s inability to use such information for investment purposes, and such Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or the Advisers’ internal policies. Unfunded Pension Liabilities of Portfolio Companies. Certain court decisions have found that, where an investment fund owns 80% or more (or under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. Although Brentwood intends to manage each Fund’s investments to minimize any such exposure, the Funds may, from time to time, invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where a Fund may own an 80% or greater interest in such a portfolio company. If a Fund (or other 80%-owned portfolio companies of such Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of such Fund and the companies in which such Fund invests 80% or more of the equity. This discussion is based on current court decisions, statutes and regulations regarding control group liability under the Employee Retirement Income Security Act of 1974, as amended, as in effect as of the date of this Brochure, which may change in the future as the case law and guidance develops. Valuation of Investments. Generally, the relevant Adviser will determine the value of all the related Fund’s investments for which market quotations are available based on publicly available quotations. However, market quotations will not be available for virtually all of a Fund’s investments because, among other things, the securities of portfolio companies held by such Fund generally will be illiquid and not quoted on any exchange. Each Adviser will determine the value of all the Funds’ investments that are not readily marketable based on ASC 820 guidelines as promulgated by the Financial Accounting Standards Board and any subsequent valuation guidelines required of an investment fund reporting under generally accepted accounting principles as promulgated in the United States. There can be no assurance that the relevant Adviser will have all the information necessary to make valuation decisions in respect of these investments, or that any information provided by third parties on which such decisions are based will be correct. There can be no assurance that the valuation decision of an Adviser with respect to an investment will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company is subject to cyber-attack or other unauthorized access is gained to a portfolio company’s systems, such portfolio company may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or portfolio company financial information; (iii) portfolio company software, contact lists or other databases; (iv) portfolio company proprietary information or trade secrets; or (v) other items. In certain events, a portfolio company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject a portfolio company, or the relevant Fund, to substantial losses. In addition, in the event that such a cyber-attack or other unauthorized access is directed at Brentwood or one of its service providers holding its financial or investor data, Brentwood, its affiliates or the Funds may also be at risk of loss.
Conflicts of Interest
Brentwood and its related entities engage in a broad range of advisory and non-advisory activities, including investment activities for their own account and for the account of other Funds, and providing transaction-related, legal, management and other services to Funds and portfolio companies. Brentwood will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Funds in an appropriate manner, as required by the relevant Partnership Agreement, although the Funds and their respective investments will place varying levels of demand on these over time. In the ordinary course of Brentwood conducting its activities, the interests of a Fund may conflict with the interests of Brentwood, one or more other Funds, portfolio companies or their respective affiliates. Certain of these conflicts of interest are discussed herein. As a general matter, Brentwood will determine all matters relating to structuring transactions and Fund operations using its best judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the advisory committees of the participating Funds. During a Fund’s investment period, all appropriate investment opportunities will be pursued by the Principals through such Fund, subject to certain exceptions set forth in the Fund’s Governing Documents and Brentwood’s allocation policies. Without limitation, the Principals currently manage, and expect in the future to manage, several other investments similar to those in which a Fund will be investing, and may direct certain relevant investment opportunities to those investments. The Principals and Brentwood’s investment staff will continue to manage and monitor such investments until their realization. Such other investments that the Principals may control or manage may potentially compete with companies acquired by a Fund. Following a Fund’s investment period, the Principals may and likely will focus their investment activities on other opportunities and areas unrelated to such Fund’s investments. From time to time, Brentwood will be presented with investment opportunities that would be suitable not only for a Fund, but also for other Funds and other investment vehicles operated by advisory affiliates of Brentwood. In determining which investment vehicles should participate in such investment opportunities, Brentwood and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. Except as required by the relevant Partnership Agreement, Brentwood is not obligated to recommend any investment to any particular investment vehicle. Investments by more than one client of Brentwood in a portfolio company may also raise the risk of using assets of a client of Brentwood to support positions taken by other clients of Brentwood. Brentwood must first determine which Fund(s) will, or are required to, participate in the relevant investment opportunity. Brentwood generally assesses whether an investment opportunity is appropriate for a particular Fund based on the Fund’s Partnership Agreement, investment objectives, stage of the Fund’s life and the level of the Fund’s invested capital. Following such determination of allocation among Funds, Brentwood will determine if the amount of an investment opportunity in which a Fund will invest exceeds the amount that would be appropriate for such Fund and any such excess may be offered to one or more potential co-investors as noted above, including third parties, as determined by the Funds’ Partnership Agreements, Side Letters and Brentwood’s procedures regarding allocation. Brentwood’s procedures permit it to take into consideration a variety of factors in making co- investment determinations, including but not limited to: expressed interest in co-investment opportunities and the sector(s) contemplated by such opportunities; historical experience with co-investments; capacity to fund; expertise of the prospective co-investor and/or any similar strategic advantages that may result from a person’s participation in a co-investment opportunity e.g., whether an investor may be a source of future deal flow for the Fund; perceived ability to please register to get more info

Brentwood and its management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure. please register to get more info

Brentwood Private Equity is affiliated with Brentwood IV, Brentwood V and Brentwood VI, each an investment adviser registered with the SEC under the Advisers Act in accordance with SEC guidance. Certain of the Principals, officers, employees and/or consultants of Brentwood IV, Brentwood V and Brentwood VI serve Brentwood Private Equity or other Brentwood affiliates in a similar capacity. These entities operate as a single advisory business together with Brentwood Private Equity and serve as general partners of the Funds and other pooled vehicles and generally share common owners, officers, partners, employees, consultants or persons occupying similar positions.
CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT
TRANSACTIONS AND PERSONAL TRADING
The Advisers have adopted a Code of Ethics and Securities Trading Policy and Procedures (the “Code”), which sets forth standards of conduct that are expected of Brentwood Principals and employees and addresses conflicts that arise from personal trading. The Code requires Brentwood personnel to report their personal securities transactions, requires pre- clearance for Brentwood personnel directly or indirectly acquiring beneficial ownership or disposing of securities in an initial public offering or a private placement, and prohibits Brentwood personnel from directly or indirectly acquiring beneficial ownership of certain securities, without first obtaining approval from Brentwood’s Chief Compliance Officer. In addition, the Code requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. A copy of the Code will be provided to any investor or prospective investor upon request to Brentwood’s Chief Compliance Officer at (310) 477-6611. Personal securities transactions by employees who manage client accounts are required to be conducted in a manner that prioritizes the client’s interests in client eligible investments. The Advisers and their affiliated persons may come into possession, from time to time, of material non-public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, the Advisers and their affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of the Advisers. Accordingly, if the Advisers or any of their affiliated persons come into possession of material non-public or other confidential information with respect to any public company, the Advisers would be prohibited from communicating such information to the Funds (or any other clients), and the Advisers will have no responsibility or liability for failing to disclose such information to the Funds (or any other clients) as a result of following the Advisers’ policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of the Advisers’ personnel serving as directors of public companies and may restrict trading on behalf of clients, including the Funds. Principals and employees of Brentwood Private Equity and its affiliates may directly or indirectly own an interest in one or more Funds, including through BAPE V Executive, BAPE VI Executive or another co-investment vehicle. To the extent that co-investment vehicles exist, such vehicles may invest in one or more of the same portfolio companies as the Funds. Co- invest opportunities may also be presented to certain affiliates of the Advisers, as well as third party investors and other persons, and such co-investments may be effected through co- investment vehicles or directly in a particular portfolio company. Brentwood will determine the allocation of investment opportunities in a manner that it believes is fair and equitable to its clients consistent with the applicable Partnership Agreements and Brentwood’s policies and procedures as discussed above. Brentwood Private Equity, Brentwood IV, Brentwood V and Brentwood VI have invested, directly or indirectly through affiliates, approximately $23 million in BAPE IV (including BAPE IV-AIV), approximately $38 million in BAPE V (including BAPE V-A and BAPE V Executive) and approximately $50 million in BAPE VI (including BAPE VI-A and BAPE VI Executive), respectively. The Advisers and their affiliates, principals and employees may carry on investment activities for their own account and for family members, friends or others who do not invest in a Fund, and may give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, any Fund, even though their investment objectives may be the same or similar. The operative documents and investment programs of certain Funds may restrict, limit or prohibit, in whole or subject to certain procedural requirements, investments of certain other vehicles in issuers held by such Funds or may give priority with respect to investments to such Funds. Some of these restrictions could be waived by investors (or their representatives) in such Funds. In borrowing on behalf of a Fund, Brentwood is subject to conflicts of interest between repaying the Fund’s obligations and retaining such borrowed amounts for the benefit of the Fund, and in circumstances where interest accrues on any such outstanding borrowings at a rate lower than the relevant Fund’s preferred return, is expected to have incentives to cause the Fund to borrow in this manner rather than drawing down capital commitments. Where a preferred return begins to accrue after capital contributions are due (regardless of when the Fund borrows, makes the relevant investment, or pays expenses) and ceases to accrue upon return of these capital contributions, the use of borrowing to shorten the period between calling and returning capital limits the amount of time the preferred return will accrue. In circumstances where there is not a preferred return on funds borrowed in advance or in lieu of calling capital, Fund-level borrowing typically will reduce the amount of preferred return to which the limited partners would otherwise be entitled had the General Partner called capital, and thus could result in the relevant General Partner receiving carried interest sooner than it would without borrowing. In addition, when the Management Fee is calculated as a percentage of invested capital, a limited partner may pay Management Fees on borrowed amounts used to fund investments that have not yet been realized even though such amounts would not accrue preferred return as described above. It is expected that the costs relating to the establishment and/or maintenance of a subscription line of credit will be significant, and there can be no assurance that the benefits to limited partners will be commensurate with such costs. Brentwood will effect such borrowings in a manner it believes to be fair and equitable to the relevant Fund, and consistent with Brentwood’s obligations to the Fund under the Governing Documents. please register to get more info

The Advisers focus on securities transactions of private companies and generally purchase and sell such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, the Advisers may also distribute securities to investors in the Funds or sell such securities, including through using a broker- dealer, if a public trading market exists. Although Brentwood does not intend to regularly engage in public securities transactions, to the extent it does so, it follows the brokerage practices described below. If an Adviser sells publicly traded securities for a Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by the Adviser. In such event, the Adviser will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, the Adviser may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. The Advisers have no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although the Advisers generally seek competitive commission rates, the Advisers may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with the Advisers seeking to obtain best execution, brokerage commissions on client transactions may be directed to brokers in recognition of research furnished by them, although Brentwood generally does not make use of such services at the current time. Such research services could include economic research, market strategy research, industry research, company research, fixed income data services, computer-based quotation equipment and research services and portfolio performance analysis. As a general matter, research provided by these brokers would be used to service all of the Advisers’ Funds. However, each and every research service may not be used for the benefit of each and every Fund managed by the Advisers, and brokerage commissions paid by one Fund may apply towards payment for research services that might not be used in the service of such Fund. Research services may be shared between Brentwood and its affiliates. The Advisers will not employ any agreement or formula for the allocation of brokerage business on the basis of research services; however, the Advisers may, in their discretion, cause the Funds to pay such brokers a commission for effecting portfolio transactions in excess of the amount of commission another broker adequately qualified to effect such transactions would have charged for effecting such transactions. This may be done where the Adviser has determined in good faith that such commission is reasonable in relation to the value of brokerage and research services received. In reaching such a determination, the Adviser would not be required to place or attempt to place a specified Dollar value on the brokerage or research services provided by such broker. The Advisers will periodically determine which brokers have provided research that has been helpful in the management of the Funds. To the extent consistent with the Advisers’ goal to obtain best execution for their clients, the Advisers may seek to place a portion of the trades that they direct with the brokers who are identified through this process. To the extent that the Advisers allocate brokerage business on the basis of research services, they may have an incentive to select or recommend broker-dealers based on their interest in receiving such research or other products or services, rather than based on the Funds’ interest in receiving most favorable execution. To the extent that Brentwood engages in significant public securities transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for Funds are completed independently, Brentwood may also purchase or sell the same securities or instruments for several Funds simultaneously. From time to time, Brentwood may, but is not obligated to, purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Fund of Brentwood is favored over any other Fund. When an aggregated order is filled in its entirety, each participating Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Fund participating in such buy or sell order in accordance with the amount of securities originally requested for such Funds. Each Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. Exceptions to pro rata allocations are permissible provided they are fair and equitable to the Funds over time. please register to get more info

The investments made by the Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, the Advisers closely monitor companies in which the Funds invest, and Brentwood’s Chief Compliance Officer periodically reviews each Fund’s investments to confirm that each Fund is invested in accordance with its stated investment objectives. Each Fund generally provides to its limited partners: (i) annual GAAP audited and quarterly unaudited financial statements and (ii) annual tax information necessary for each limited partner’s tax return. please register to get more info

The Advisers and their affiliates may enter into solicitation arrangements pursuant to which the Advisers compensate third parties for referrals that result in a potential investor becoming a limited partner in a Fund. Any placement fee payable to any such placement agents generally is borne by the Advisers directly or indirectly through an offset against the applicable Fund’s Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). please register to get more info

The Advisers maintain custody of each Fund’s assets held in each Fund’s name with one or more of the following qualified custodians: Merrill Lynch, Pierce, Fenner & Smith, Inc., First Republic Bank and Citibank, N.A. please register to get more info

Each General Partner has discretionary authority to manage investments on behalf of its Fund. As a general policy, the General Partners do not allow clients to place limitations on this authority. Pursuant to the terms of the Partnership Agreement, however, the General Partners and/or their affiliates generally enter into Side Letters with certain limited partners that may have the effect of altering or varying, among other terms, the terms applicable to such limited partner’s investment in the Fund, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. Each General Partner assumes this discretionary authority pursuant to the terms of the applicable Partnership Agreement, and powers of attorney executed by the limited partners of the Fund. please register to get more info

The Advisers have adopted the Brentwood Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how they will vote proxies, as applicable, for each Fund’s portfolio investments. The Proxy Policy seeks to ensure that the Advisers vote proxies (or similar instruments) in the best interest of the Funds, including where there may be material conflicts of interest in voting proxies. The Advisers generally believe their interests are aligned with those of the Funds’ investors through the Principals’ beneficial ownership interests in the Funds and therefore will not seek investor approval or direction when voting proxies. In the event that there is or may be a conflict of interest in voting proxies, the Proxy Policy provides that Brentwood may address the conflict using several alternatives, including by seeking the approval or concurrence of the Fund’s advisory board on the proposed proxy vote or through other alternatives set forth in the Proxy Policy. Additionally, a Fund’s advisory board may approve an Adviser’s vote in a particular solicitation. The Advisers do not consider service on portfolio company boards by Brentwood personnel or the Advisers’ receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by the Advisers when voting proxies on behalf of the Funds. Clients or investors who would like a copy of the Advisers’ complete Proxy Policy or information regarding how the Advisers voted proxies for particular portfolio companies should contact Brentwood’s Chief Compliance Officer at (310) 477-6611, and such information will be provided at no charge. please register to get more info

Brentwood does not require prepayment of management fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. please register to get more info