Thoma Bravo LP

FEES AND COMPENSATION

        In general, Thoma Bravo receives a management fee (the “Management Fee”) and a
carried interest in connection with the provision of advisory services provided to the Funds. Thoma
Bravo also is authorized to charge management and/or monitoring services and other similar fees
in connection with management and other services performed for portfolio companies of the Funds
and, depending on the nature of such compensation (as described further below) and the terms of
the Governing Documents, such compensation offsets in whole or in part the Management Fee
otherwise payable to Thoma Bravo. Thoma Bravo typically, but not exclusively, receives such
compensation for management and other services performed in circumstances where there are one
or more co-investors investing in a portfolio company alongside the applicable Fund(s); however,
such compensation will not offset the Management Fee otherwise payable to Thoma Bravo, and
the Funds will not benefit from (and Thoma Bravo and its affiliates are expected to retain) such
compensation. Thoma Bravo generally has broad discretion in structuring such compensation, and
such compensation commonly is paid by portfolio companies. In accordance with a particular
Fund’s Limited Partnership Agreement, Thoma Bravo also generally has broad discretion in
waiving all or a portion of such payments. Investors in the Funds also bear certain fund expenses.
It is expected that any future Funds will have a similar compensation structure, although the
particular amounts of fees and compensation will likely vary.

Management Fees

        Equity Funds

        Commencing on their effective date and during their respective investment periods, the
Equity Funds generally will pay Thoma Bravo a Management Fee, quarterly in advance, typically
calculated based on a specified annual percentage for each Equity Fund (generally in a range
between 1% to 2% for a given Equity Fund, as specified in each Equity Fund’s Limited Partnership
Agreement) of aggregate investor capital commitments (“Commitments”). 1 After the expiration
of the applicable investment period or earlier upon the occurrence of certain events as set forth in
the applicable Limited Partnership Agreement (the “Stepdown Date”), the Management Fee paid
by an Equity Fund generally will be calculated based on a specified percentage (generally in a
range between 1% to 2% for a given Equity Fund, as specified in each Equity Fund’s Limited
Partnership Agreement) of (i) aggregate investment contributions, less (ii) the aggregate amount
of investment contributions with respect to the portion of each investment that has been disposed
of or permanently written-down (“Impaired Value Investments”), as determined in accordance

    Note that some Equity Fund investors (as determined by Thoma Bravo in its discretion, but typically based on
    size and timing of investment) receive a “fee break” whereby they are not charged a Management Fee for a period
    of time or a fee reduction where they pay a Management Fee based on a reduced rate in accordance with the
    applicable Limited Partnership Agreement.

with the applicable Limited Partnership Agreement. 2 These “stepdown” provisions also govern to
what extent Management Fees are reduced in the event of a partial disposition where a portfolio
company’s value is greater than the amount of remaining investment contributions. The
Management Fee for investors in an Equity Fund is expected to vary in certain cases according to
the size of their investment. The General Partner, its owners and certain other Equity Fund partners
affiliated with Thoma Bravo typically will not pay a Management Fee, and typically will be
excluded from such calculations, in accordance with the applicable Limited Partnership
Agreement.

        As is generally the case in private equity funds, the Governing Documents provide that an
Equity Fund’s Management Fees will be calculated and charged on a basis that generally is not
tied to the Equity Fund’s then-current net asset value. As further specified in the Equity Funds’
Governing Documents, from the effective date of the relevant Equity Fund until the Stepdown
Date, Management Fees generally will be charged based on a formula tied to the amount of the
relevant Equity 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 (including, where applicable, an Equity Fund borrowing component (including
interest expenses) and the amount of any capitalized transaction or other fees or expenses) made
by the relevant Equity Fund relating to the Equity Fund’s aggregate investment(s) in its
investments that are not Impaired Value Investments or have not been realized. Due to differences
in the criteria set forth in their respective Governing Documents, in the event where more than one
Equity Fund participates in an investment, there is the possibility that an investment will become
an Impaired Value Investment for purposes of one Equity Fund’s Governing Documents but not
those of one or more other Equity 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 applicable 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, reorganization,
recapitalization (including recapitalizations involving dividends), or roll-over investment in
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TYPES OF CLIENTS

         Thoma Bravo provides investment advice to its Fund clients, and references throughout
this Brochure to “client” and to Thoma Bravo’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 (the “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, individuals, trusts, estates or charitable organizations or
other corporations or business entities and often include, directly or indirectly, principals or other
personnel of Thoma Bravo and its affiliates and members of their families, Operating Partners or
Service Providers retained by Thoma Bravo or a Fund, as well as executives of portfolio
companies.

        Certain Funds have a minimum investment amount of $10 million for third party investors,
although the minimum investment amount is frequently waived by the General Partner and certain
recently formed Funds do not have a minimum investment amount. In most circumstances,
investors in the Funds must meet certain suitability and net worth qualifications prior to making
an investment in the Funds. Generally, investors must be (i) “accredited investors” as defined
under Regulation D of the Securities Act of 1933, as amended, and (ii) either “qualified
purchasers” or “knowledgeable employees” as defined under the Company Act. Thoma Bravo
reserves the right to waive these qualification requirements under certain circumstances subject to
applicable law or regulation.

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Buyout Funds – General

        Thoma Bravo applies a differentiated “consolidation” or “buy and build” investment
strategy in connection with the Buyout Funds, which focuses on creating value by transforming
successful businesses in consolidating industry sectors into larger, more profitable and more
valuable businesses through rapid operational improvements and strategic add-on acquisitions.

        As applied by Thoma Bravo investment professionals, “buy and build” investing involves
continual research and analysis of the software and technology-enabled services sectors to which
the strategy can best be applied. Then, using data generated by this research, and often with the

participation of an experienced executive from these sectors who typically has agreed to work with
Thoma Bravo on an exclusive basis, Thoma Bravo targets value-oriented, control investments that
generate high quality revenue and have other particularly attractive characteristics. When an
investment is made, Thoma Bravo’s investment professionals use proprietary operating metrics
and extensive consolidation experience to help existing management make immediate operating
improvements to increase earnings and identify, complete and integrate strategic add-on
acquisitions.

Buyout Funds – Investment and Operating Strategy

       The principal features of the Thoma Bravo investment strategy for Buyout Funds are as
follows:

        Analyze Industry Sectors to Identify Opportunities

        Thoma Bravo reviews and monitors industry sectors to identify those in which it believes
its operational analytics and consolidation capabilities can create substantial value. Thoma Bravo
has identified certain sectors of the software industry as areas of opportunity and has made, and
expects to continue to make, many if not all investments in these sectors.

        Thoma Bravo typically uses networks of relationships and contacts gained by its industry
study and its prior experience to identify investment opportunities within a sector. Thoma Bravo
generally pursues investment opportunities offered through typical broker or investment bank
auction sales only when the company being offered is already known to Thoma Bravo and is in a
sector already targeted for investment.

        Focus on Control Positions in Mature Companies

        Thoma Bravo typically focuses on companies with revenues between approximately $30
million and more than $1 billion depending on the Buyout Fund. Thoma Bravo expects to acquire
controlling positions in its portfolio companies in most cases, allowing the flexibility to
aggressively implement its strategy without requiring the consensus of an investor group or
agreement from a larger owner.

        Central to the Thoma Bravo strategy is the identification and acquisition of an initial
platform company capable of supporting the growth the firm intends to realize over the life of the
investment. A platform company should be of sufficient size to serve as a foundation for both
organic growth and carefully selected add-on acquisitions that can be fully integrated with the
platform to accelerate growth. It also should possess attractive financial and business
fundamentals, such as sustainable revenue growth, high margins and strong return on assets and
capital. Thoma Bravo also gives a great deal of weight to the predictability of future financial
performance, which can be the result of significant recurring revenue 5 streams, mission critical
products and services, barriers to entry, a leading market reputation or a particularly strong
competitive position.

    Recurring revenue is revenue that, in the opinion of Thoma Bravo, is relatively predictable, stable and likely to
    continue in the future.

       Develop Metrics-based Operational Improvement Plan and Execute Quickly

        By quantitatively analyzing the key aspects of a platform company’s business, Thoma
Bravo seeks to identify opportunities for cost rationalization and margin expansion. Thoma Bravo
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