Mainsail Management Company LLC

FEES AND COMPENSATION

        In general, Mainsail receives a management fee (the “Management Fee”) and a carried
interest in connection with advisory services. MIP and MCOI III do not pay a management fee and
are not subject to a carried interest. Executive Fund V does not pay a management fee. Mainsail
and/or its affiliates receive additional compensation in connection with management and other
services performed for portfolio companies of the Funds and such additional compensation offsets
in whole or in part the Management Fees otherwise payable to Mainsail to the extent provided in
the Governing Documents. Investors in a Fund also bear certain expenses.

Management Fees

       Management Fees paid by the relevant Funds to Mainsail are based upon a percentage of
such Funds’ investor capital commitments (“Commitments”), subject to certain reductions, as
more fully described in the Partnership Agreement of the applicable Fund. The Management Fees
for Fund III, Fund IV, Fund V, Fund VI, Fund VII, Executive Fund VI, Executive Fund VII and,
M3PL range from 1.00% to 2.25% of Commitments per annum, payable quarterly in advance.
Such Management Fee generally will be payable until all portfolio companies are disposed of or
completely written off or until Mainsail’s relationship to a Fund is terminated for other reasons.
Upon certain events specified in the relevant Partnership Agreement, including expiration of a
Fund’s investment period, the Management Fee will be reduced. Installments of the Management
Fee payable for any period other than a full semi-annual or quarterly period are adjusted on a pro
rata basis according to the actual number of days in the period.

    Includes recallable/recyclable capital as of 12/31/2025 for the applicable Fund(s).

        As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. The Governing Documents generally provide that from the
effective date of the relevant Fund until a date specified in the Governing Documents (the
“Stepdown Date”), Management Fees generally will be charged based on a formula tied to the
amount of the relevant Fund’s aggregate Commitments. Further, after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the amount
of investment contributions made (including, where applicable, a Fund borrowing component and
the amount of any capitalized fees or expenses, including costs of the Extended Network Advisors
(as defined below)) made by the relevant Fund (or with respect to certain Funds payable pursuant
to capital call notices then issued or to be issued in the future to pay down Fund borrowings to the
relevant Fund) relating to the Fund’s aggregate investment(s) in any portfolio company that have
not been disposed of or permanently written down (such investments, collectively, “Reduced
Value Investments” and such investments that have been permanently written down, “Impaired
Value Investments”). Due to differences in the criteria set forth in their respective Governing
Documents, in the event where more than one Fund participates in an investment, there is the
possibility that an investment will become an Impaired Value Investment for purposes of one
Fund’s Governing Documents but not those of one or more other Funds.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of such investment contributions. Conversely, the
Governing Documents do not require Management Fees to be reduced or refunded following the
occurrence of a writedown, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or disposition, a reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Reduced Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of a Reduced Value Investment is
less than the total amount of investment contributions relating to such Reduced Value Investment,
then the amount of Management Fees otherwise payable relating to such investment will be
reduced solely in respect of a disposition or permanent write down only to the extent of such
disposition or write down, subject to a limit based on the deficit, if any, of the fair market value of
each relevant remaining investment as compared to the amount of total investment contributions
relating to such investment as of the date of the relevant event.

        As a result, the amount of Management Fees generally will not correspond with
fluctuations in the net asset value of individual investments or of a Fund, including following the
relevant investment period, and will not be reduced in connection with any write downs (whether
temporary or permanent), except in the case of Impaired Value Investments. Except where the
Governing Documents expressly provide to the contrary, Management Fees will not be reduced
(in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting
from a dividend recapitalization) or partial sales, reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions, in each case in circumstances that do
not result in the complete disposition of the relevant Fund’s interest therein, and even in cases

where the value of the Fund’s investment or the Fund’s ownership percentage in such investment
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TYPES OF CLIENTS

         Mainsail provides investment advice solely to its Funds, and references throughout this
Brochure to “clients” and to Mainsail’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds generally include investment partnerships
or other investment entities formed under U.S. or non-U.S. laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended, and the rules and
regulations promulgated thereunder (the “Investment Company Act”). The investors
participating in the Funds generally 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 often include, directly or indirectly, Principals or other personnel of Mainsail and its
affiliates and members of their families, Extended Network Advisors or other service providers
retained by Mainsail or a Fund.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and of the related Fund.

       Each of Fund II, Fund III and Fund IV generally had a minimum investment amount of $2
million for third-party investors. Fund V and Fund VI generally had a minimum investment
amount of $5 million for third-party investors. Fund VII generally has a minimum investment
amount of $10 million for third-party investors. Generally, investors must be “accredited
investors” as defined under Regulation D of the U.S. Securities Act of 1933, as amended and the

rules and regulations promulgated thereunder (the “Securities Act”), and may also be required to
be either “qualified purchasers” or “knowledgeable employees” as defined under the Investment
Company Act. Mainsail generally is permitted to waive such minimum investment amounts and
qualification requirements in its sole discretion.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Mainsail focuses on growth buyouts of “bootstrapped” lower middle market software
companies. Mainsail defines the lower middle market as companies with annual revenues of at
least $3 million and enterprise values below $100 million (and ideally below $75 million).
Mainsail seeks to make initial equity investments of $30-75 million in majority, and in certain
cases minority, equity positions with limited use of debt and strong governance and legal terms.
Mainsail believes that the combination of this model investment structure with the quality of the
target companies creates the opportunity for asymmetric reward for the risk taken by the Funds.
Mainsail seeks to increase shareholder value through the active management and support of its
portfolio companies led by the Growth Team. Mainsail places great importance on mitigating risk
throughout the investment process by seeking to perform extensive due diligence, secure favorable
deal structure and legal terms, and follow a consistent and disciplined investment strategy.

        There can be no assurance that Mainsail will achieve the investment objectives of any Fund
and a loss of investment is possible.

Investment and Operating Strategy

       Mainsail seeks to utilize the following methods of analysis and investment strategies when
formulating investment advice or managing assets for the Funds:

   ▪   Capitalize on the Lower Middle Market Opportunity – Mainsail believes there exists a
       significant opportunity to invest in lower middle market software businesses that benefit
       from additional funding and the utilization of best practices to sustain or increase their
       growth rates. “Best practices” are codified operational initiatives and activities to help
       software companies grow. Mainsail believes that because these companies are smaller than
       those usually targeted by most private equity firms, there is generally less competition from
       professional investors, resulting in the potential for more attractive valuations and legal
       terms.

   ▪   Leverage Software Sector Expertise – Mainsail primarily targets investments in the
       software sector in the United States and Canada. Mainsail’s investment and operations
       Principals have developed extensive knowledge in this sector through the course of
       Mainsail’s history, and through their years of experience before joining Mainsail.

   ▪   Target “Bootstrapped” Companies – Mainsail intends to target companies that have
       established operating histories, annual growth in revenues in excess of 50%, and strong
       gross margins of 75% or greater. Additionally, Mainsail intends to target companies that
       have grown to these levels without the use of external institutional financing (i.e.,

       “bootstrapped”). Mainsail believes this characteristic is an indicator of a high-quality
       company with successful products, strong entrepreneurs, and favorable market dynamics.

   ▪   Adhere to Strict Investment Criteria – Mainsail believes that disciplined adherence to this
       strategy can result in investments with reduced risk and the potential for attractive returns.
       Mainsail strives to mitigate risk on a systematic basis throughout its investment process by
       conducting extensive due diligence, structuring its investments with senior preferred
       securities, utilizing limited leverage, securing board of directors representation, and ideally
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