Diversis Capital Management LP

Item 5: Fees and Compensation

Diversis provides investment advisory services to the Funds pursuant to management agreements
or other similar agreements (the “Management Agreements”). The Management Agreements, along
with the private placement memorandum, limited partnership agreements, subscription materials or
other governing documents (collectively, the “Governing Documents”), set forth the Diversis
entity which receives fees in connection with the investment advisory services provided by Diversis
to the Funds. The Governing Documents describe fees, compensation, and expenses in greater detail.

Management Fees
The Adviser receives a 2% annual management fee on total committed capital for Funds currently
in their investment period, thereafter there is a step down basis and fees are charged on adjusted
cost of portfolio investments (“Management Fee”). The precise amount, calculation and the
manner and timing of payment of the Management Fee for the relevant Fund is established by
Diversis, as modified by negotiations with investors in the Fund (“Limited Partner(s)”) and are set
forth in the Fund’s Governing Documents received by each Limited Partner prior to investment in
such Fund.

Diversis Management, LLC receives a flat monitoring fee from the Legacy Funds it advises, the fee
charged is a set dollar value for each Legacy Fund not based upon the value of committed capital.
Please refer to each Fund’s Governing Documents for full disclosure of the fees charged.

Chronos Capital Management LP receives a 1% management fee based on the adjusted cost of the
relevant portfolio investment. Please refer to each Fund’s Governing Documents for full disclosure
of the fees charged.

Diversis Capital Management III, L.P. will receive a 2% management fee based on total committed
capital during the investment period, thereafter there is a step down basis and fees will be charged
on adjusted cost of portfolio investments. Please refer to each Fund’s Governing Documents for full
disclosure of the fees charged.

Management Fees and other fees and distributions described below are generally subject to waiver
or reduction by Diversis in its sole discretion, both voluntarily and on a negotiated basis with
Limited Partners. The fee structures described herein may be modified from time to time.

Carried Interest
The General Partners are entitled to receive performance-based fees from certain Funds equal to
20% of all realized profits, subject to a specified preferred return with a related General Partner
catch-up provision (“Carried Interest”), as more fully described in such Funds’ Governing
Documents. The Funds’ Governing Documents also include industry standard claw back provisions
to prevent instances in which the applicable General Partner had received excess distributions of
Carried Interest. The General Partners of the Funds may waive or reduce the amount of Carried
Interest borne by any Limited Partner.

Operating Partners and Affiliated Service Providers
Diversis, in its sole discretion, engages operating partners, directly or indirectly through one or more
of the vehicles owned and/or managed by Diversis or its affiliates. Such operating partners include
consultants retained or employed by Diversis or its affiliates, or persons or entities affiliated with
Diversis (each such operating partner individually, or such vehicle, an “Operating Partner”).
Operating Partners assist Diversis with a variety of activities including market research, new
investment identification, pre-investment business diligence and post-investment value creation in
their areas of expertise for portfolio companies of the Funds. Operating Partners are typically
employees of Diversis Operating Group, LP (an affiliated entity, which is under common control
with Diversis), but a small amount of Operating Partners may work on a contract basis. Diversis
Operating Group, LP has been formed for the specific purpose of providing services in connection
with the Funds’ investments and investment processes.

Certain Operating Partners receive a deal fee in the event that a transaction in which they are directly
involved is consummated, and receive ongoing monitoring or consulting fees, directly or indirectly,
from Fund portfolio companies. In addition, Operating Partners are able to co-invest in certain
portfolio investments on substantially the same terms and conditions as the Fund. Certain Operating
Partners will share in the Carried Interest received by the General Partners.

Operating Partners receive fees and compensation and participate in Fund portfolio companies
through entities owned and controlled by Diversis. Operating Partners will, from time to time, serve
on the board of a portfolio company or will provide additional services directly to such portfolio
company and receive direct compensation from the portfolio company under terms agreed to by the
portfolio company and the Operating Partner. Any portion of the compensation payable directly or
indirectly to Operating Partners (including without limitations, fees, options, bonuses, salary,
benefits, payments, expense reimbursements, incentive compensation grants and other
compensation) will not offset the Management Fee.

In addition to the Operating Partners, Diversis engages other service providers in its sole discretion
on behalf of the Funds and their respective portfolio companies, including one or more entities under

common ownership and control with Diversis (collectively, “Divoro”). Diversis expects to engage
Divoro in order to provide software development, cloud hosting, cybersecurity consulting,
recruiting, human resources consulting, legal, accounting, tax, reporting, finance, administration
and/or similar services to the Funds and their portfolio companies. In connection with any such
engagement, Divoro generally will receive compensation from the portfolio companies and/or
Funds under terms agreed to by the portfolio companies and/or Funds and Divoro. Any
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Item 7: Types of Clients

Diversis provides investment management and advisory services to the Funds directly, subject to
the direction and control of the General Partners of the Funds, and not individually to the Limited
Partners. Limited Partners in the Funds may include, but are not limited to, institutional investors,
fund-of-funds, endowments, family offices, and some high-net-worth individuals. The Funds are
exempt from registration under the Investment Company Act of 1940, under Section 3(c)(1) or
3(c)(7) thereof.

The minimum commitment for a Limited Partner is outlined in the Governing Documents; however,
the General Partners maintain discretion to accept less than the minimum investment threshold.
Limited Partners are required to meet certain suitability qualifications, such as being an “Accredited
Investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act of
1933 (“Securities Act”). Details concerning Limited Partner suitability criteria are set forth in the
Governing Documents, which are furnished to each Limited Partner at the time of investment.