Vector Capital Management LP

Item 5: Fees and Compensation
The Vector Funds are charged asset-based advisory fees by their affiliated General Partners (as
defined below). These fees, which are paid to Vector, include management fees based on a
percentage of assets under management, carried interest allocations and certain other fees or
expenses related to transactions, all in accordance with the Governing Fund Documents. Fees other
than carried interest allocations, which are discussed in “Performance Based Fees and Side-by-Side
Management” (Item 6), are generally payable quarterly in advance and are generally paid on or
after the date payable.

Vector’s management fee is typically in the range of 1.0 to 2.0 percent. For the Equity Funds, the
management fee typically is calculated as a specified percent of aggregate capital commitments
during a Vector Fund’s investment period and thereafter a specified percent of the aggregate
investment cost of the Vector Fund’s remaining investments. Management fees for the Equity
Funds are not based on, nor do they fluctuate based on changes in, the fair value of the Equity
Fund’s investments. For the Credit Funds, the management fee is typically calculated as a specified
percent of an Investor’s capital account. Management fees are prorated for partial periods.
Management fees are negotiable, and Vector has the right to waive, reduce, or calculate differently,
all or part of the management fee with respect to one or more Investors without waiving, reducing,
or calculating differently the management fee with respect to other Investors. Prepaid fees are
deducted from Investors’ accounts quarterly in the case of the Equity Funds, and monthly in the
case of the Credit Funds. Vector retains flexibility to structure its compensation from Investors and
may in certain circumstances agree to invoice an Investor directly for management fees or other
compensation, rather than deducting such amounts from the Investor’s capital accounts. Where the
Governing Fund Documents calculate management fees based on the amount of capital
commitments or the amount of investment cost, the management fees generally will not be reduced
based on dividends, partial realizations, or reductions in investment value, except where specified
by the relevant Governing Fund Documents. Prepaid management fees generally will not be
refunded if an investment is disposed of during the relevant period.

Vector typically receives monitoring, transaction, syndication, break-up, consulting, and directors’
fees and financing, divestment, and other similar fees (whether paid in cash or securities) in
connection with portfolio investments of the Equity Funds as compensation for financial advisory
and similar services provided to the Equity Funds’ portfolio companies. With the exception of
charges for the Value Creation Team (as defined below), Supplemental Fees received from portfolio
companies of an Equity Fund typically reduce the management fees otherwise payable to Vector by
the Vector Fund. In the event Vector receives directors’ fees with respect to a portfolio investment
that is held by one or more Credit and Equity Funds, each of such Credit and Equity Funds will
receive the benefit of a management fee offset with respect to such fees, which shall be applied pro
rata amongst the relevant Vector Funds. The Equity Funds regularly make controlling equity
investments in portfolio companies. Vector, as the manager to the Equity Funds, assumes a certain
level of control of these portfolio companies through board representation, typically a majority of
the board. Through its board representation, Vector is able to influence the determination of service
providers to be used by the portfolio companies, as well as the amounts paid to service providers
by the portfolio companies. Vector often causes the portfolio companies to select Vector, or an
affiliate, to provide such services. This arrangement creates a conflict between the interests of
Vector and the Equity Funds because the value of the Equity Funds’ portfolio holdings are
diminished by the portfolio company fees paid to Vector. Vector typically mitigates this conflict by
offsetting portfolio company fees against management fees that the Equity Funds must otherwise
pay to Vector. The Governing Fund Documents of each Vector Fund set forth the extent to which
such fees reduce management fees. However, for certain Vector Funds that no longer pay or pay
minimal management fees, Vector retains such compensation with no corresponding reduction to
management fees. In addition, the Vector Funds portfolio holdings have accrued and unpaid fees
that are contractually obligated to be paid in the future which could either offset management fees
or be retained by Vector. To the extent that any such fees are paid in kind (including through
securities, option grants or other interests), Vector is permitted to calculate the amount of offset
based on the then-current value of the in-kind payment, rather than the ultimate value of the interests
as of a future date.

For example, Vector typically enters into management services agreements with portfolio
companies that provide for payments of monitoring and transaction fees to Vector. These fees are
generally offset against management fees that would otherwise be paid by the Equity Funds.
Offsets are made only with respect to the Equity Funds’ allocable share of an investment and not
with respect to the General Partner’s or other investor’s allocable share of the investment.
Therefore, the Equity Funds will benefit only to the extent of their allocable share of the investment.
Further, in the later years of an Equity Fund the management fees are reduced and the monitoring
and transaction fees may be greater than the management fees. Vector has the right to retain such
fees with no corresponding reduction to management fees and the amount of such fees could be
significant.
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Item 7: Types of Clients
Vector provides discretionary investment advisory (or sub-advisory, as applicable) services directly
to the Vector Funds, subject to any limitations included in the Governing Fund Documents. Vector
considers the Vector Funds, not the Investors in the Vector Funds, to be its clients (“Clients”).
Investors in the Vector Funds generally include high net worth individuals, pension plans
(corporate, state, and foreign), sovereign wealth funds, endowments, foundations, banks, pooled
investment vehicles (e.g., funds-of-funds), trusts, estates or charitable organizations, and corporate
or business entities.

The minimum commitment for an Investor in a Vector Fund is outlined in the Governing Fund
Documents; however, Vector maintains discretion to accept less than the minimum investment
threshold. In addition, the Vector Funds may enter into separate agreements, commonly referred to
as “side letters,” with certain Investors, to waive or otherwise modify certain terms of the Governing
Fund Documents or allow such Investors to invest on terms (including without limitation, those
relating to information rights) more favorable than those specifically described in the Governing
Fund Documents. Vector has implemented policies and procedures to ensure that any side letters

are consistent with its fiduciary duty to all of the Investors in the Vector Funds. Subject to applicable
law and unless otherwise required pursuant to the applicable Governing Fund Documents and any
applicable provisions of such “side letters,” Vector does not intend to disclose the terms of such
side letter agreements and does not intend to disclose the identities of the Investors that have entered
into such agreements. (See Item 11.)

Investors in Vector Funds are required to meet certain suitability qualifications. Also, Investors are
required to make certain representations when investing in a Vector Fund, including, but not limited
to that (i) they are acquiring an interest for their own account, (ii) they received or had access to all
information they deem relevant to evaluate the merits and risks of the prospective investment and
that (iii) they have the ability to bear the economic risk of an investment in the Vector Fund. Details
concerning applicable investor suitability criteria are set forth in the respective Vector Fund’s
offering documents and subscription materials, which are furnished to each Investor.