Vista Equity Partners Management LLC

Item 5: Fees and Compensation
VEPM, or an affiliated General Partner, generally receives Management Fees and Carried Interest or similar
performance-based remuneration from a Fund. A Fund, and/or its portfolio companies, also reimburses Vista
and its affiliates for certain expenses and/or makes other payments to Vista or its affiliates for services
provided to the Fund and/or its portfolio companies, which, in certain circumstances, will reduce the
Management Fees payable to VEPM. Additionally, consistent with the Governing Documents of a Fund, the
Fund typically bears certain out-of- pocket expenses incurred by Vista in connection with the services
provided to the Fund and/or the portfolio companies. Details about such fees and expenses are contained in
the Governing Documents of a Fund. Further details about certain common fees and expenses are set forth
below.
Management Fees
As compensation for investment advisory services rendered to the Funds, VEPM, or an affiliated General
Partner, receives a management fee or, in the case of the Perennial Fund, a Portfolio Assembly and Monitoring
Fee (as described below) (each referred to herein as a “Management Fee”). Management Fees may be
reduced during the life of the Fund at the General Partner’s discretion. Except as otherwise agreed, the
General Partner and Limited Partners who are affiliates, employees, or other designees of Vista will not be
subject to the Management Fee or other performance-based fees. Alternatively, Vista allows eligible
employees to participate in vehicles that invest in or alongside the Funds and which do not charge
Management Fees or performance-based fees or allocations (“Employee Vehicles”). Management Fees paid
by a Fund are indirectly borne by Investors in such Fund, but such Management Fees are added to the cost of
investment prior to any performance-based fees (as discussed below in Item 6) taken by VEPM.
The precise amount of, and the manner and calculation of, the Management Fees for each Fund is set forth in
the Governing Documents. The Management Fees and other fees are generally subject to waiver or reduction
by VEPM in its sole discretion, both voluntarily and on a negotiated basis with selected Investors. The fee
structures described herein may be modified over time in accordance with the Governing Documents. Fees
may differ from one Fund to another, as well as among Investors in the same Fund. In addition, Vista reserves
the right to enter into economic arrangements with respect to one or more Funds and/or certain Limited
Partners thereof, the rights of which will not generally be made available to, offered, or necessarily disclosed
to, other Limited Partners.
In addition, VEPM is permitted to waive or reduce all or a portion of the Management Fee paid by a Fund in full
or partial satisfaction of any obligation of the General Partner and certain current or former employees of Vista
or its affiliates, certain business associates, other “friends of the firm,” or other persons to invest in and
alongside such Fund. Any such waived or reduced portion of the Management Fee may be treated as a
deemed capital contribution by the General Partner and its affiliates in respect of the General Partner’s
commitment after the date such waived amount would otherwise be due and reduces the amount of capital
a Fund’s General Partner would otherwise be required to contribute to such Fund as part of its commitment.
A Fund’s Investors, other than the General Partner, are required to make a pro rata contribution according to
their respective capital commitments to the Fund. When any such waiver or reduction as described above is
exercised, any contribution that would otherwise be required of a Fund’s General Partner will instead be made
by the Fund’s Investors and, as a result, the exercise of such waiver results in an acceleration of Investor
capital contributions. Waived or reduced Management Fees generally are not subject to any reduction of the
Management Fee described below. Due to waived or reduced Management Fees by a Fund’s General Partner
and/or timing of receipt of compensation subject to Management Fee offsets (as described below), it is
possible that such offsets will not be fully realized by Investors in such Fund until liquidation of the Fund and
the refunding of any unapplied offset (as described below) and will result in a benefit to the General Partner
until such liquidation. As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors.
Certain Funds’ Governing Documents provide that the Management Fee will be calculated on a basis that
generally is not tied to the Fund’s then-current net asset value. As described in the Governing Documents for

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such Funds, from the effective date of the relevant Fund until a date specified in the Governing Documents
(the “Stepdown Date”), Management Fees generally will be calculated based on a percentage of the amount
of the relevant Fund’s aggregate capital commitments. After the Stepdown Date or, in the case of certain
Continuation Vehicles, from the date of such vehicles’ first closing, Management Fees generally will be
calculated based on a percentage of the amount of investment contributions (including where applicable, the
amount of any capitalized Other Fees (as defined below) or expenses) made by the relevant Fund that have
not been disposed of or permanently written down or written off (such permanently written down or written
off investments, “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
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Item 7: Types of Clients
VEPM currently provides investment supervisory services to its Fund clients, and references throughout this
brochure to “clients” and to VEPM’s related duties to and practices on behalf of its clients and/or investors
should be construed accordingly. Investment advice is provided directly to the Funds (subject to the direction
and control of the General Partner of each such Fund, if applicable) and not individually to Investors in such
Fund.
Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities
Act and the 1940 Act. While the other Funds are also exempt from the Exchange Act, the Private Wealth Fund
has registered its units under the Exchange Act when so required. Investors in the Funds are generally
“qualified purchasers” as defined in the 1940 Act, and include U.S. and non-U.S. corporations, endowments,
estates, foundations and university endowments, banks or thrift institutions, state or municipal government
entities, government-owned investment entities, high-net-worth individuals, corporate and state pension and
profit-sharing plans, Taft- Hartley plans, pooled investment vehicles and trusts, and include, directly or
indirectly, principals or other employees of Vista.
Investors in the Funds are requested to refer to the Governing Documents of the applicable Fund for complete
information on the minimum investment requirement for participation in that Fund. VEPM does, however,
maintain discretion to individually waive, increase, or reduce the minimum investment commitment required
for any of its Funds (and has done so in the past).

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