Praesidium Investment Management Company LLC

Fees and Compensation

Our firm, or an affiliate of our firm, typically receives compensation from each of our clients based
on both the percentage of assets we manage and on performance achieved for each client’s account.
Because interests in our private funds are only offered to “qualified purchasers” as defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”), and all our
managed accounts are “qualified purchasers,” this brochure does not contain our advisory service
fee schedule. These fees are fully disclosed in each private fund’s governing documents and each
managed account’s investment management agreement.

Our fees and compensation for our private funds are generally not negotiable. We have the general
discretion to waive all or a portion of the asset-based management fee and/or the performance-
based compensation, but typically only exercise this discretion for investors in our private funds
that are our affiliates or employees. All of our managed accounts may negotiate asset-based fees
and performance-based compensation based on various factors and strategies.

The private funds may enter into agreements, commonly referred to as “side letters,” with certain
prospective or existing investors whereby we, in our sole discretion, have authority to reduce or
rebate fees to be paid by the investor and/or other terms.

Billing Procedures

The asset-based management fee that we charge our private funds is payable at the beginning of
each quarter. The investors in our private funds can generally only withdraw money from a private
fund on the last day of each quarter, so they are not likely to pay an asset-based management fee
in excess of what they owe. We also deduct the performance-based compensation from our private
funds’ investors’ accounts at the end of each year or when investors make a withdrawal (but only
on the amount withdrawn).

We bill our managed accounts for both our asset-based management fee and performance-based
compensation. Our managed accounts are billed quarterly in advance for our asset-based
management fee. All of our managed accounts are billed annually or when a withdrawal is made
(but only on the withdrawn amount) for our performance-based compensation. Our managed
accounts typically can withdraw money on any business day, provided that sufficient timely notice
(as specified in the investment management agreement) is given. In the event a withdrawal or
account termination occurs on any day other than the last day of a quarter, we will refund that
managed account any unearned asset-based fees.

Other Expenses

In connection with our advisory services, our private funds bear all of their own expenses, which
for Praesidium Strategic Software Opportunities Offshore Fund, LP include those expenses of its

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master fund (Praesidium Strategic Software Opportunities Fund, LP). Such expenses include the
following:

   •   all costs and expenses directly related to portfolio investments, including brokerage
       commissions and other transaction costs, custody fees and fees of professional advisors
       and consultants relating to investments,
   •   any withholding, transfer or other taxes imposed or assessed on, or payable by, the private
       fund or any of its investors (including interest and penalties),
   •   any governmental, regulatory, licensing, filing or registration fees incurred in compliance
       with the rules of any self-regulatory organization or any U.S. federal, state or local laws,
   •   registrar and transfer agency expense, if applicable,
   •   any interest due to the private funds’ investors in connection with capital withdrawals or
       redemptions,
   •   any legal fees and costs (including settlement costs) arising in connection with any
       litigation or regulatory investigation instituted against the private fund or its general partner
       in its capacity as such,
   •   the cost of the audit of the private fund’s financial statements and the preparation of its tax
       returns and tax compliance,
   •   the fees and expenses of the private fund’s accountants in connection with accounting
       advice relating to the private fund’s day-to-day affairs and all costs related to the keeping
       of the books and records of the private fund,
   •   the fees and expenses of any administrator,
   •   the fees and expenses of the private fund’s counsel in connection with advice directly
       relating to the private fund’s legal affairs,
   •   all costs and expenses associated with the organization of the private fund and the offering
       of interests or shares, as applicable, including legal and accounting fees, printing costs,
       travel and out-of-pocket expenses and compliance with any applicable U.S. federal and
       state laws,

   •   all costs and expenses of holding any meetings of the private fund’s investors,

   •   the expense of the private fund’s investment committee and the members thereof,

   •   the costs, fees and expenses for other third-party research (including calls, meetings and
       conferences hosted by third party research providers), news, industry information,
       analytics and expert networks/research resources,

   •   the costs of any liability insurance obtained on behalf of the private fund, the general
       partner of the private fund or the adviser, and

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   •   all costs and expenses associated with reporting and providing information to existing and
       prospective private fund investors.

Our managed accounts pay for all of their own operating expenses. This includes all custodial
fees, brokerage commissions, clearing fees, investment expenses, and interest, withholding or
transfer taxes and all costs of administration of the managed account, including accounting, audit
...

Item 7. Types of Clients
All of our clients are private funds and managed accounts, and our investors are generally entities
such as endowments, family offices, and fund of funds, to which we provide advice through
investment management agreements. Our private funds rely on certain exclusions from the
definition of an “investment company” in the Investment Company Act. Accordingly, none of our
private funds are registered as investment companies with the SEC. Investors in the private funds
are generally (i) “accredited investors” within the meaning of the rules and regulations
promulgated under the Securities Act of 1933, as amended, and (ii) “qualified purchasers” or
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“knowledgeable employees” within the meaning of the rules and regulations promulgated under
the Investment Company Act.

Investors in Praesidium Strategic Opportunities Fund, LP are generally required to make a
minimum investment of $500,000. Investors in Praesidium Strategic Software Opportunities
Fund, LP and Praesidium Strategic Software Opportunities Offshore Fund, LP are generally
required to make a minimum investment of $1,000,000. The general minimum investment required
to open a managed account is typically $25,000,000. In each case, whether a fund or a managed
account, we have the sole discretion to, and on occasion have and in the future may, accept
investments for lesser amounts.

This firm brochure is not an offer to invest in our private funds.