JMI Management LP

Item 5 - Fees and Compensation

Compensation and Fee Schedules

JMI typically receives an advisory fee from each of the Funds, which is generally equal to
a percentage of the capital commitments to such Fund. The fee percentage and/or the base
upon which the fee is calculated may vary with the size of the Fund and also typically
varies over the life of the Fund, as negotiated and determined at the time the Fund is
established and as set forth in its Governing Documents. The percentage generally starts
at 2% annually and is then generally reduced by 10% per year for each annual period
beginning at some point after the Fund’s active investment period has ended. The precise
amount of, the manner of calculation of, and the timing of payment of such advisory fee is
detailed in each Fund’s Governing Documents. Certain aggregator vehicles do not pay an
advisory fee. Such advisory fee varies across the Funds, as more fully described in the
Governing Documents.

In addition, a related person of JMI, as general partner of a Fund, will typically receive
certain allocations and distributions calculated and charged based on a share of capital
gains on or capital appreciation of the assets of such Fund, as negotiated and determined at
the time such Fund is established and as set forth in its Governing Documents. These
allocations and distributions are commonly known as “carried interest”. The carried
interest paid by the Funds is generally equal to 20% of the Fund’s net profits. The precise
amount of, the manner of calculation of, and the timing of payment of such “carried
interest” is detailed in each Fund’s Governing Documents. Certain aggregator vehicles do
not bear any “carried interest”. The “carried interest” varies across the Funds, as more fully
described in the Governing Documents.

In limited circumstances, the advisory fees and carried interest payable to JMI by a Fund
may be waived or reduced with respect to certain participants in such Fund. Fees are
typically waived or reduced with respect to investments in the Funds by JMI or its related
persons.

Please refer to the Governing Documents of each applicable Fund for complete information
on the fees and compensation payable with respect to such Fund.

Investors and prospective investors in the Funds should note that similar advisory services
may (or may not) be available from other investment advisers for similar or lower fees.

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Deduction of Fees; Timing of Payments; Termination

JMI is authorized under the Funds’ Governing Documents to charge and deduct advisory
fees directly from the assets of the Funds. Payments of advisory fees are generally made
quarterly in advance in accordance with the terms of the Governing Documents. Please
refer to the Governing Documents of each of the Funds for complete information on the
timing of advisory fee payments.

Upon termination of any Fund’s advisory relationship with JMI, any prepaid, unearned
advisory fees (based on daily pro ration of the fee paid in advance for the applicable period)
will be promptly refunded to such Fund, and any earned, unpaid fees will be immediately
due and payable.

Other Fees and Expenses

In addition to any advisory fees payable to JMI, a Fund will incur certain charges imposed
by third parties and other expenses. Such expenses may include (but are not limited to):
(i) organizational and liquidation expenses of the Fund; (ii) any sales or other taxes that
may be assessed against the Fund; (iii) commissions, finders’ fees, brokerage fees or
transfer fees or similar charges incurred in connection with the purchase or sale of
securities, including any merger fees payable to third parties (whether or not any such
purchase or sale is consummated); (iv) fees (if any) and expenses of members of the Fund’s
advisory committee (including travel and travel-related expenses); (v) the costs and
expenses (excluding travel and travel-related expenses, other than travel and travel-related
expenses of members of the Fund’s advisory committee) of hosting annual or special
meetings for the Fund’s investors or advisory committee, or otherwise holding meetings or
conferences with investors of the Fund, whether individually or in a group (including venue
and set-up, event staffing, honorarium, catering and dining, video production and
photography, networking events and receptions, speaker preparation, marketing and
communications and other expenses); (vi) interest expense for borrowed money (if any)
and other costs and expenses associated with credit facilities for the Fund; (vii) all expenses
relating to any actual or threatened litigation, investigation or other proceeding involving
the Fund, including indemnification expenses; (viii) expenses attributable to certain
consulting services, research (including use of, or subscriptions to, expert networks) and
normal and extraordinary investment banking, commercial banking, research (including
use of, or subscriptions to, expert networks), portfolio monitoring software programs and
related subscriptions, accounting, auditing, tax, valuation (including software programs
used to assist in the valuation process and related subscriptions), appraisal (including,
without limitation, in connection with “fairness opinions”), legal, custodial and registration
services provided to the Fund, including, without limitation, all such services relating to
the actual or proposed purchase or sale of securities by the Fund (whether or not any such
purchase or sale is consummated); (ix) other due diligence expenses (such as market
diligence and background checks) with respect to actual or proposed investments by the
Fund, whether or not consummated; (x) “broken-deal” fees and expenses, other than travel
and travel-related expenses (which may be reimbursed by portfolio companies), incurred
in connection with proposed investments by the Fund that are not consummated; (xi) costs
...

Types of Clients

JMI generally provides investment advice to pooled investment vehicles, such as the
Funds. The limited partners of (or investors in) the Funds may include corporations,

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financial institutions, universities, funds-of-funds, governmental bodies or agencies,
insurance companies, endowments, foundations, trusts, estates, high net worth individuals,
and pension and profit sharing plans.

In connection with the formation and management of a Fund, JMI may form certain related
entities for such Fund. JMI may establish vehicles (“Feeder Funds”) to address tax, legal
or regulatory issues or requirements of certain investors in such Fund or for other purposes.
JMI may also form “parallel funds” to invest alongside a Fund in all of its investments. In
addition, JMI may form “alternative investment vehicles” or special purpose vehicles
(collectively, “AIVs”) for the purpose of facilitating certain investments by one or more
Funds. Please refer to the Governing Documents of the applicable Fund for more complete
details on parallel funds and AIVs. Each Feeder Fund, if formed, would be a limited
partner (or equivalent) of a Fund or an AIV and interests in such Feeder Fund would be
held by investors who participate in the Fund or an AIV through such Feeder Fund. Please
refer to the Governing Documents of the applicable Fund or AIV for more complete details
on any Feeder Fund established by JMI in connection with that Fund.

JMI may also provide investment management and supervisory services to separate
account clients.

Minimum Investment Requirements

Interests in the Funds are offered in private placements under the U.S. Securities Act of
1933, as amended (the “Securities Act”). As a result, JMI generally offers limited partner
(or equivalent) interests in the Funds to a limited number of “accredited investors” as
defined in Regulation D under the Securities Act and, in most cases, exclusively to
“qualified purchasers” as defined in Section 2(a)(51) of the U.S. Investment Company Act
of 1940, as amended.

In general, the minimum investment commitment required of an investor to participate in
a Fund is $10,000,000; however, the general partner of each Fund has discretion to increase
or reduce the minimum investment commitment. Investors and prospective investors in
each Fund should refer to the Governing Documents of such Fund for more complete
information on minimum investment requirements for participation in such Fund.