Vista Equity Partners Management, LLC, a Delaware limited liability company, together (where the context permits) with its predecessors Vista Equity Partners III, LLC, and Vista Equity Partners, LLC, which was previously named Vista Capital Partners, LLC, Emerging Technologies Management, LLC, ETI Management, LLC, its affiliated advisers, Vista Credit Partners, L.P., which was previously named Vista Credit Opportunities Management, L.P., VFF Management, L.P., VEPF Management, L.P., VEEF Management, L.P., and the affiliated General Partners (defined below) and certain of their other affiliates (“Vista” or “Adviser”) provide advisory services to and/or receive Management Fees (defined below) from pooled investment vehicles or the Funds (defined below). These affiliates are formed for tax, regulatory, or other purposes in connection with the organization of the pooled investment vehicles or serve as general partners of the pooled investment vehicles (collectively, the “General Partners”). In addition, Vista receives compensation for management or other services performed in connection with co-investments made in portfolio companies of the Funds. The primary focus of Vista’s investment advisory activity is identifying investment opportunities and participating in the acquisition, management, monitoring, and disposition of investments for pooled investment vehicles. Vista serves as the investment adviser or the general partner to the Funds in order to provide such services. Vista provides investment advisory services primarily related to investments in businesses that provide enterprise software (including operationally mature enterprise software businesses), data, and technology-enabled solutions (collectively, “enterprise software companies”) and in the global technology, media, and telecommunications (“TMT”) sectors. Vista’s pooled investment vehicles consist of private equity funds that primarily acquire controlling interests in emerging and lower middle-market to large cap enterprise software companies (the “Equity Funds”), a permanent capital private equity fund that primarily acquires controlling interests in middle-market to large cap mature enterprise software companies (the “Perennial Fund”), credit funds that originate and invest primarily in privately negotiated debt securities in enterprise software companies (the “Credit Funds”), and long/short equity hedge funds that pursue a fundamentals driven, research intensive strategy that focuses on the global TMT sectors (collectively, the “Hedge Fund”) (together with the Equity Funds, the Perennial Fund, and the Credit Funds, collectively the “Funds”). The Funds are not registered under the Investment Company Act of 1940, as amended (“1940 Act”), and their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). A list of the Funds may be found in the Form ADV Part 1A. Investments on behalf of the Funds include (or may include in the future) leveraged acquisitions and recapitalizations of private equity investments, including private equity investments with long-term holding periods (in “portfolio companies”); unlevered buyouts and minority equity investments in growth companies; equity and equity-related securities that are traded publicly in U.S. and non-U.S. markets; first and second lien debt investments in enterprise software companies; and, among other things, mezzanine/private placements, special situation and credit investments; structured products; other credit-based securities and claims; short sales; preferred stocks; convertible securities; warrants; rights; bonds and other fixed income securities; options; swaps and other derivative instruments; commodity interests; futures; options on futures; exchange traded funds; currency hedging transactions; non-U.S. currencies; money market instruments; cash and cash equivalents; and securities lending arrangements. In addition, certain Equity Funds have invested in the Hedge Fund. Vista provides investment supervisory services to each Fund in accordance with a limited partnership agreement (or analogous document) of such Fund or separate investment management agreement (each, an “Advisory Agreement”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable General Partner, and not individually to the investors (“Investors” or “Limited Partners”) in the Funds. In each case, Fund investments are consistent with the investment objectives and strategies, as defined by the applicable private placement memoranda, Advisory Agreements, limited partnership agreements, side letter agreements negotiated with Investors in an applicable Fund, and/or other governing documents (together, “Governing Documents”). On behalf of the Equity Funds, Vista primarily invests in opportunities in which Vista believes it can drive operational change. Vista seeks to accomplish that through its strategy to become significantly involved with the management and operations of its portfolio companies by applying its proprietary set of Vista Best Practices, as implemented by Vista Consulting Group (“VCG”), a Vista affiliate. The Vista Best Practices are operational best practices specific to the types of enterprise software businesses in which Vista invests. On behalf of the Perennial Fund, Vista primarily invests in portfolio companies that Vista believes are operationally mature and have already implemented operational best practices. As a result, VCG will generally assist the Perennial Fund with platform consolidation and integrated product development. Vista tailors its services to the specific investment objectives and restrictions of each Fund pursuant to the applicable investment guidelines and restrictions, and subject to specific terms and conditions set forth in the Fund’s Governing Documents. Investors should refer to the Governing Documents of the applicable Fund for complete information on the investment objectives, restrictions, and guidelines of the particular Fund and the services Vista provides to the Fund. In addition to providing investment advisory services to the Funds, Vista sponsors two co- investment programs pursuant to which Investors may co-invest in investments alongside one or more of the Equity Funds or through one or more co-investment vehicles referred to as the Vista “Co-Investment Strategies.” T h e Co-Investment Strategies consist of the “Co-Investment Commitment Program” and the “Co-Invest Separately Managed Account Program.” The Co- Investment Commitment Program is a formal program sponsored by Vista that Investors enter in order to co-invest alongside one or more of the Funds through co-investment vehicles that are established on an investment-by-investment basis. The Co-Invest Separately Managed Account Program is a program through which Vista establishes co-investment vehicles for individual Investors to co-invest alongside the Funds; Vista retains varying degrees of discretion over the management of, and deployment of capital from, such co-investment vehicles. Additionally, from time to time and as permitted by the relevant Governing Document, Vista also expects to provide (or agrees to provide) certain other investors or other third parties, including other sponsors, market participants, finders, consultants, other service providers, and strategic investors, the opportunity to participate in co-investment vehicles that will invest in certain portfolio companies alongside one or more Funds. Additionally, Vista has in the past and may, from time to time, in the future establish certain investment vehicles through which certain employees of Vista or its affiliates, certain business associates, other “friends of the firm,” or other persons may invest alongside one or more Funds in one or more investment opportunities. Any such co-investment vehicle may, in certain instances, be contractually required to purchase and sell certain investment opportunities at substantially the same time and substantially the same terms as the applicable Fund that is invested in that investment opportunity as set forth in such Fund’s Governing Documents. However, from time to time, for strategic and other reasons, a co-investment vehicle will purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer). Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to minimize any changes in the valuation of the investment, and the co-investor or co-invest vehicle has been, and may in the future be, charged interest on the purchase to compensate the relevant Fund for the holding period, and may be required to reimburse the relevant Fund for related costs. As of December 31, 2018, Vista manages approximately $56,295,528,591 of assets on a discretionary basis and $322,507,418 of assets on a non-discretionary basis. Regulatory assets under management as noted herein include committed capital for the Funds. please register to get more info

Vista, or an affiliated General Partner, generally receives Management Fees and Carried Interest (each as defined below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio companies, also makes other payments to Vista or its affiliates for services provided to the portfolio companies, which, in certain circumstances, may reduce the Management Fees payable to Vista. 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. Further details about certain common fees and expenses are set forth below.
Management Fees
As compensation for investment advisory services rendered to the Funds, the Adviser, or an affiliated General Partner, receives a management fee, or in the case of the Perennial Fund, a “Portfolio Assembly” and/or “Fund Monitoring Fee” (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 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 the Adviser. 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 Vista in its sole discretion, both voluntarily and on a negotiated basis with selected Investors. The fee structures described herein may be modified from time to 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 may 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 other Limited Partners. In addition, the Adviser may 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 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 the Fund’s General Partner would otherwise be required to contribute to such Fund as part of its commitment. The 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. Any contribution that would otherwise be required of the Fund’s General Partner in connection with any such waiver or reduction as described above 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. Equity Funds As compensation for advisory services rendered to the Equity Funds, Vista (or one of its affiliates) receives an annual Management Fee equal to a percentage of an Investor’s committed capital during the commitment period and thereafter on invested capital. The Equity Funds will pay Vista, an affiliate, or the General Partner, an annual Management Fee, payable semi- annually, in advance, fifteen days after the beginning of the period. Installments of the Management Fee payable for any period other than a full six-month period shall be adjusted on a prorated basis according to the actual number of days in such period. Currently, the maximum Management Fee payable is equal to 2% annually of aggregate commitments. After the expiration of the Investment Period (as defined by the Governing Documents), the Management Fee will be equal up to 2% per annum of (i) the 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. The Management Fee will commence as of the initial closing date based on aggregate commitments (as defined by the Governing Documents), regardless of when a Limited Partner is actually admitted. Limited Partners participating in a subsequent closing after the initial closing date will be assessed Management Fees retroactive to the initial closing date. The Management Fee will be paid out of current income and disposition proceeds of the Fund and, in the General Partner’s discretion, from drawdowns that will reduce unfunded commitments. Upon termination of an Advisory Agreement, Management Fees that have been prepaid are generally returned on a prorated basis or as otherwise set forth in the Governing Documents. Perennial Fund As compensation for advisory services rendered to the Perennial Fund, Vista (or one of its affiliates) receives an annual Management Fee equal to a percentage of an Investor’s committed capital. The Perennial Fund will pay Vista, an affiliate, or the General Partner, an annual Management Fee, payable semi-annually, in advance. Installments of the Management Fee payable for any period other than a full six-month period shall be adjusted on a prorated basis according to the actual number of days in such period. The Management Fee for the Perennial Fund will commence as of the date Vista commences investment activities of the applicable Fund and be based on aggregate commitments (as defined by the Governing Documents), regardless of when a Limited Partner is actually admitted. Limited Partners participating in a subsequent closing after the initial closing date will be assessed Management Fees retroactive to the initial closing date. The Management Fee will be paid out of current income and disposition proceeds of the Fund and, in the General Partner’s discretion, from drawdowns that will reduce unfunded commitments. Upon termination of an Advisory Agreement, Management Fees that have been prepaid are generally returned on a prorated basis or as otherwise set forth in the Governing Documents. Credit Funds Vista, an affiliate, or the General Partner, earns an annual Management Fee, payable quarterly in advance, up to 1.5% of total aggregate face value of all investments (including leverage) of the Credit Funds on an annualized basis as determined on the first day of the period with respect to which determination is being made. Upon termination of an Advisory Agreement, Management Fees that have been prepaid are generally returned on a prorated basis or as otherwise set forth in the Governing Documents. Hedge Fund Vista, its affiliates, or the General Partner, will receive a quarterly Management Fee paid in advance, as of the first business day of each calendar quarter, up to 1.5% on an annualized basis from the Hedge Fund. The Management Fee is paid by each Investor based on the balance of each Investor’s capital account at the beginning of the quarter. The Management Fee will be prorated for partial periods. Upon termination of an Advisory Agreement, Management Fees that have been prepaid are generally returned on a prorated basis or as otherwise set forth in the Governing Documents. The Hedge Funds’ Management Fee, Carried Interest, or other incentive allocations will be waived for any Equity Fund that invests in the Hedge Fund. For all Funds, Vista debits Management Fees directly from a Fund’s custodial account and Investors are not invoiced for Vista’s services.
Adviser Expenses
To the extent provided in the Governing Documents of the Funds, Vista will bear all ordinary overhead and administrative expenses incurred by a General Partner, the ultimate general partner, or Vista in connection with maintaining and operating their respective offices, including rent and equipment expenses, salaries, compensation and expenses of its partners, officers, and employees (other than Carried Interest and incentive allocation described in Item 6 below), and certain fees and expenses paid to members of an Equity Fund’s Advisory Committee (defined below), as described in the Governing Documents of such Fund.
Fund Expenses
The Funds will pay costs and expenses designated in the Governing Documents as expenses to be borne by the relevant Fund. Expenses borne by a Fund (and as a result, the Investors) can be substantial and will reduce returns to Limited Partners. Please refer to each Fund’s Governing Documents for a more complete description of the expenses permitted to be borne by the Fund. From time to time, a Fund may pay an expense common to multiple Funds (e.g., legal expenses for a transaction in which multiple Funds participate) and be reimbursed by the other Funds for their share of such expense, without interest. Equity, Perennial, and Credit Funds’ Fund Expenses Limited Partners in an Equity, Perennial, or Credit Fund indirectly bear expenses associated with the Fund based on the Investor’s pro rata commitment to the Fund and as further set forth in the applicable Governing Documents of the Funds. In addition to the Management Fee and subject to the provisions set forth under the heading “Management Fees” above, the Funds will pay all other costs and expenses of the applicable Fund that are not reimbursed by portfolio companies (which reimbursements may be for travel and travel-related expenses, lodging, premium meals, social and entertainment events (with portfolio company management, customers, clients, borrowers, brokers and service providers), and any other out-of-pocket expenses incurred in connection with the investigation, making, monitoring and/or disposing of portfolio company investments, including follow-on investments and refinancings), including all fees, costs, expenses, liabilities and obligations attributable to investigating, acquiring, holding (including expenses of portfolio tracking facilities) structuring (including the fees, costs and expenses related to the organization or maintenance of any intermediary entity used to acquire, hold or dispose of an investment or to otherwise facilitate a Fund’s investment activities), organizing, financing, refinancing, restructuring, managing, operating, taking public or private, valuing, winding up, liquidating, dissolving, and disposing of the Fund’s investments (including interest and fees on money borrowed by the Fund or Vista, its affiliated advisers, the ultimate general partner, or General Partner on behalf of the Fund, organizational expenses of the General Partner, expenses incurred in connection with credit facilities, registration fees and expenses and related expenses, real estate title, survey, brokerage, finders’, custodial and other fees; legal, accounting, auditing (excluding, as applicable, any fees, taxes or penalties resulting from a final formal deficiency issued by the Internal Revenue Service following an audit relating to the mechanism provided which permits a General Partner to waive a portion of the Management Fee as outlined in the applicable Governing Documents of the Funds), asset and financial administration, custodian, depositary (including costs and expenses related to appointments or changes of any depositary appointed pursuant to the Alternative Investment Fund Managers Directive (“AIFMD”)), costs and expenses related to appointments or changes of any representative or paying agent (pursuant to the Swiss Collective Investment Schemes Act), insurance (including directors and officers, errors and omissions and representation and warranty liability insurance, and all premiums and charges in connection with the maintenance thereof), travel and travel-related expenses, litigation and indemnification costs and expenses, judgments and settlements, consulting, brokerage, finders’, financing, appraisal (including, without limitation, the costs of any third-party valuation agents or pricing services), filing, printing, title, transfer, registration and other fees and expenses (including fees, costs and expenses associated with the preparation or distribution of the Fund’s financial statements, tax returns, tax estimates, and Schedule K-1s or any other administrative, regulatory or other Fund-related reporting or filing (including any filings, notifications, reports or other regulatory requirements contemplated by or arising under the AIFMD (other than expenses and costs of the initial notifications, filings and compliance which fall within Organizational Expenses under the Governing Documents) or any other similar law, rule or regulation (including any implementing law, rule or regulation relating thereto)), any regulatory filings as they relate to a Fund’s activities, out-of-pocket costs and expenses, if any, associated with any third-party examination or audits (including similar services) of a Fund or Vista or an affiliate that are attributable to the operation of such Fund or requested by one or more Limited Partners and the Fund’s, General Partner’s and the ultimate general partner’s registered office fees and filing in the Cayman Islands); fees, costs and expenses of the Advisory Committee (as defined below) (including set-up costs, speaker fees, honorarium, dining, entertainment, travel and travel-related expenses); fees paid to third-party valuation agents for valuations, appraisals, or pricing services; administration expenses (including maintaining the books and records of a Fund, including any related internal costs that Vista may incur to produce any such books and records or external costs for a third-party administrator to maintain and oversee a Fund’s books and records); research expenses, including data and information service subscriptions, related systems and services from data providers and data management software; third-party diligence software and service providers; subject and industry-matter experts; information technology system expenses (including the costs of developing, implementing and maintaining computer software and hardware and other technological systems for the benefit of a Fund, the Investors, or a portfolio investment or potential investment); all fees, costs, expenses, liabilities and obligations incurred by the Fund, the General Partner, any other Vista person relating to investment and disposition opportunities for the Fund not consummated (including legal, accounting, auditing, insurance, travel and travel- related, consulting, brokerage, finders’, financing, appraisal, filing, printing, real estate title, survey, reverse breakup, termination and other fees and expenses); all out-of-pocket fees and expenses incurred by the Fund, the General Partner or any other Vista person in connection with the annual and other periodic (if any) meetings of the Limited Partners and any other conference or meeting with any Limited Partner(s) (including set-up costs, speaker fees, honorarium, dining, entertainment, travel and travel-related and other expenses); any taxes, fees and other governmental charges levied against the Fund; Placement Fees (as defined in the applicable Governing Documents); fees, costs and expenses that are classified as extraordinary expenses under GAAP; the costs associated with any amendments, modifications, revisions or restatements to the Governing Documents of a Fund; all fees, costs and expenses incurred in connection with the organization, management, operation and dissolution, liquidation and final winding-up of any alternative investment vehicles; and excluding, for the avoidance of doubt, the fees and expenses related to the preparation and filing of Form PF, Vista Equity Partners Management, LLC’s Form ADV and any other registration or filing obligations not directly related to the Fund), and all costs and expenses associated with operating any applicable feeder vehicle to the extent not borne by such feeder vehicle, including all expenses associated with its management, operations, winding-up, liquidating and dissolution and with preparing and distributing such feeder vehicle’s financial statements, tax returns and limited partner reports, but not including any excess income-based or similar taxes, fees or other governmental charges levied against such feeder vehicle; and any organizational expenses; and all expenses and costs attributable to amendments to, and waivers, consents or approvals pursuant to, the Governing Documents of the Fund, the General Partner and related entities and any alternative investment or feeder vehicle of the Fund, including the preparation, distribution and implementation thereof). As used throughout this Brochure, “travel and travel-related” expenses shall be deemed to include, without limitation, commercial and non-commercial transportation costs (including chartered (or first-class equivalent), first class or business class travel, and premium car service), lodging, and accommodations. Hedge Fund Expenses The Hedge Fund will bear all costs, expenses, liabilities, and obligations relating to its activities, investments, and business, including: (i) all costs, expenses, liabilities, and obligations that Vista reasonably determines to be related to the investment of the Hedge Fund assets, including, without limitation, all fees and expenses incurred in connection with credit facilities (including commitment fees incurred in connection with such facilities and accounting, and legal fees and expenses incurred in connection with negotiating such facilities); margin and other interest expenses and transaction fees; brokerage commissions; expenses relating to short sales; clearing and settlement charges; costs of swaps or derivative instruments; hedging costs; bank service fees and interest expense; appraisal (including, without limitation, the costs of any third- party valuation agents or pricing services) fees and expenses; fees and expenses relating to research; fees and similar expenses relating to market and industry research and data subscription services; the costs of investigating actual or potential investments, including without limitation third-party fees (including the Hedge Fund’s share of due diligence, and other costs related to the acquisition, holding, or disposition, bankruptcy, or restructuring of investments (in each case, whether or not the related transaction is consummated)) and including, in the case of any investments designated as “special investments,” travel and travel-related expenses; (ii) legal, accounting, auditing, insurance (including directors and officers, errors and omissions, and representation and warranty liability insurance and all premiums and charges in connection with the maintenance thereof), custodial, expert network, other consulting, financing, filing, and other fees and expenses (including expenses associated with the preparation or distribution of the Hedge Fund financial statements, tax returns, and any related reporting to Limited Partners or any other administrative or other Hedge Fund-related reporting or filing, as well as the costs of printing and mailing, or transmitting or otherwise making available electronically, reports and notices); (iii) all out-of-pocket fees and expenses incurred by the Hedge Fund, Vista, the relevant General Partners, or any of their affiliates in connection with any meetings of the Limited Partners (including set-up costs, speaker fees, honorarium, dining, entertainment, travel and travel-related expenses); (iv) any taxes, fees, or other governmental charges levied against the Hedge Fund not otherwise allocated to any partner and all expenses incurred in connection with any tax audit, investigation settlement, or review of the Hedge Fund (except to the extent that the Hedge Fund is reimbursed therefor by a partner or such tax, fee, or charge is treated as having been distributed to the partners pursuant to the applicable provision in the Governing Documents); (v) costs and expenses that are classified as extraordinary expenses under GAAP; (vi) any regulatory related fees, costs, or expenses related to the Hedge Fund including regulatory filings as they relate to the Hedge Fund’s activities, out-of-pocket costs and expenses, if any, associated with any third-party examination or audits (including similar services) of the Hedge Fund or Vista or an affiliate that are attributable to the operation of such Hedge Fund or requested by one or more Hedge Fund Limited Partners (excluding, for the avoidance of doubt, any fees and expenses related to the preparation and filing of any Form PF, Form ADV, and any other registration or filing obligations not directly related to the Hedge Fund); (vii) the fees and expenses of asset and financial administration; (viii) all expenses and costs associated with any amendments, modifications, revisions or restatements to, and waivers, consents, or approvals pursuant to, the Governing Documents of the Hedge Fund; (ix) expenses relating to the ongoing offer and sale of the Hedge Fund interests (including legal, printing, mailing, and the organizational expenses of the General Partner); and (x) other similar expenses related to the Hedge Fund. Investments by the Hedge Fund Limited Partners will also be subject to the Management Fee, as described above. Co-Investment Vehicle Expenses Under the Vista Co-Investment Strategies, Vista has, and is expected to permit in the future, certain Investors to co-invest in portfolio companies alongside one or more Funds, or through one or more co-investment vehicles, subject to Vista’s related policies and the relevant Governing Documents and/or side letters. If a proposed transaction is not consummated and no co-investment vehicle is formed, or a co-investor is not admitted to a vehicle that is formed, the full amount of expenses relating to such proposed but unconsummated transaction would be borne by the Fund or Funds selected by Vista as proposed Investors for such proposed transaction (including reverse termination fees, extraordinary expenses such as litigation costs and judgments, and other expenses). If a co-investment vehicle is formed, a co-investor has been admitted to the vehicle and such vehicle is fully permitted to participate in such transaction, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds, although, from time to time, the Fund alongside which a co-investment vehicle is investing generally will bear such costs directly or indirectly. To the extent co-investment vehicles or similar entities are formed in connection with a proposed transaction that is not consummated, expenses relating to such co-investment vehicles or similar entities generally will be borne by other Funds. Similarly, co-investment vehicles may not be allocated any share of break-up fees paid in connection with such an unconsummated transaction. However, to the extent that such co-investors have already invested in a co-investment or other vehicle in connection with such planned transaction, and such vehicle is fully permitted to participate in such transaction, such vehicle generally will bear its share of such broken deal expenses. Costs associated with proposed but unconsummated transactions are expected to include, without limitation, legal, accounting, advisory, consulting or other third-party expenses (including amounts payable to third parties), any travel and travel-related expenses, all fees, costs, and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment, any break-up fees, reverse termination fees, topping, termination or other similar fees, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. The Management Fees, Carried Interest, and expenses borne by Investors in Vista’s Co- Investment Strategies are described in the Governing Documents of the relevant vehicles. Special Purpose Vehicle Expenses From time to time, the General Partner of a Fund may create certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal, and regulatory considerations of Investors (“SPVs”). In the event the General Partner creates an SPV, consistent with the Governing Documents of the Fund, the SPV, and indirectly, the Investors thereof, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV. Expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain Investors in the Fund (including, without limitation, expenses of accounting and tax services) may be borne by the Fund, including all expenses associated with its management, operation, winding-up, liquidating and dissolution.
Equity and Perennial Fund Portfolio Company Fees and Expenses
Other Fees Vista and its affiliates have received or expect to receive in the future break-up fees, closing fees, director’s fees, or other similar fees from portfolio companies (collectively, “Portfolio Company Fees”). With respect to the Equity Funds, Vista and its affiliates have and may in the future receive “monitoring fees” pursuant to monitoring agreements with portfolio companies of the Funds governing the advice, consultation and other similar ongoing services provided by Vista to such portfolio companies (“Equity Funds Monitoring Fees”). The terms of a monitoring agreement may include (among other things) annual automatic renewals. Equity Funds Monitoring Fees may be fixed fees or calculated as a percentage of EBIDTA or similar performance metric. In addition, with respect to the Perennial Fund, Vista and its affiliates are expected to receive portfolio company monitoring fees from each portfolio company of the Perennial Fund, pursuant to the terms of the Governing Documents of the Perennial Fund (together with the Equity Funds Monitoring Fees and the Portfolio Company Fees, the “Other Fees”). Generally, under the terms of the applicable Governing Documents, Other Fees are in addition to out-of-pocket costs and expenses incurred by Vista in connection with any consummated or unconsummated transaction or in connection with generating any such fees. Other Fees are substantial and may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto), or otherwise. Although Other Fees are in addition to the Management Fees, Vista will in some circumstances reduce the amount of Management Fees paid by the applicable Fund in connection with the receipt of such Other Fees in accordance with the Advisory Agreement and/or Governing Documents of the applicable Fund. As some Funds may not pay Management Fees, any such reduction will not benefit such Funds. Vista and/or its affiliates generally have discretion over whether to charge such fees including the timing and/or amount thereof. In many cases, there is not an independent third-party involved on behalf of the relevant portfolio company negotiating fees charged by Vista, its affiliates, and VCG. Therefore, a conflict of interest may exist in the determination of any such fees with the portfolio company; see discussion of conflicts of interest in Item 11. Further, VCG, an affiliate of Vista receives fees from portfolio companies or Funds related to consulting, management, due diligence, and other services (“VCG Fees”). In general, VCG’s services are being provided to implement and install the Vista Best Practices and/or to provide specific shared business services at particular portfolio companies of the Funds. VCG operates at or near break-even, as assessed on an annual basis by Vista. The VCG Fees are generally paid in exchange for services that the portfolio companies or Funds would otherwise need to engage third-party providers to perform. Unlike Other Fees described above, each of which are shared with the Funds and their Investors through reductions or offsets against Management Fees, VCG Fees are retained by VCG and are in addition to the Management Fee paid by the Funds to Vista. Notwithstanding the foregoing, the Governing Documents of certain Funds provide for the maximum amount of VCG Fees eligible to be charged to a portfolio company per year, the excess of which needs to be applied as a Management Fee offset. From time to time, Vista will, in its discretion, disclose to the relevant Advisory Committee the amount of Other Fees, VCG Fees, and other compensation paid to VCG employees by portfolio companies. From time to time, Vista may (in its sole discretion), agree to pay a portion of an Other Fee received from an actual or prospective portfolio company to a third-party (“Third-Party Fee”), such as a consultant, advisor, finder, broker, and/or investment bank. In such event, the Third- Party Fee is not a fee that Vista is entitled to retain and therefore, Vista is not required under the terms of the applicable Governing Documents to share such Third-Party Fee with the Funds. Expense Reimbursement Portfolio companies reimburse Vista for expenses (including, without limitation, expenses related to training programs, meetings, and other events, certain entertainment expenses, travel and travel-related expenses, and expenses relating to recruiting, relocation, and background checks for portfolio company positions) incurred by Vista in connection with its performance of services for such portfolio company, as well as consulting fees and other cash and non-cash compensation and expenses incurred. Subject to any applicable Management Fee offsets (as described below), as set forth in the Governing Documents and above, Vista or its affiliates are reimbursed by a portfolio company with respect to Vista or its affiliates providing services to such portfolio companies. Management Fee Offsets The Management Fees for the Equity, Perennial, Credit, and Hedge Funds are offset, partially or fully, as detailed within each of the respective Funds’ Governing Documents, by fees including, but not limited to, certain transaction fees, consulting fees (which are in addition to the VCG Fees described above), placement agent fees, monitoring fees, or similar fees from portfolio companies in a Fund for services provided by Vista. In certain Equity Funds and the Perennial Fund, the Management Fee offset may include a portion of the VCG Fees related to VCG services provided to the portfolio companies in the Equity Funds and the Perennial Fund if they are charged in excess of an agreed upon amount per annum. The amount and manner of such reduction, if any, is set forth in the Advisory Agreement and/or Governing Documents of the applicable Fund. To the extent a reduction relates to more than one Fund, the Adviser shall allocate the resulting Management Fee reduction among the applicable Fund(s) in proportion to their interest (or prospective interest) in the portfolio company. As some Funds may not pay Management Fees, any such reduction will not benefit such Funds. Generally, the portion of Other Fees allocable to capital invested by a Fund, co- investment vehicle, or third-party Investor that does not pay Management Fees will be retained by the Adviser and such amounts will not offset any Management Fee. Vista, and its affiliates, receive, from certain portfolio companies, fees related to consulting, advisory, or similar services that are not included in the Management Fee offset described above. VCG employees have received, as compensation, options granted by portfolio companies, and the value of such options also will not be included in the Management Fee offset described above. Portfolio companies of the Equity Funds and the Perennial Fund pay arranger fees in connection with debt issued by such portfolio companies. In instances where one or more Credit Funds participate in such debt issuance, the participating Credit Fund(s) have and may in the future receive their pro rata share of arranger fees or other economics and such fees will not offset any Management Fee of the Equity, Perennial, or Credit Funds.
Carried Interest Payments
Please see Item 6 below regarding “Carried Interest” that the Funds may pay.
Brokerage Fees
Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for the Equity Funds, the Perennial Fund, or Credit Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. please register to get more info

BY-SIDE MANAGEMENT As indicated in Item 5 above, certain of the Funds pay performance-based fees, including the payment of carried interest (“Carried Interest”) or incentive allocations, which vary across the Funds. The General Partner, or an affiliate, of each Equity Fund, Perennial Fund, Credit Fund and Hedge Fund receives performance-based fees from the Fund it manages. The precise amount of, and the manner and calculation of, Carried Interest and incentive allocations are detailed in each applicable Fund’s Governing Documents. Carried Interest and incentive allocations paid by a Fund are indirectly borne by the Investors. Performance-based fees differ from one Fund to another, as well as among Investors in the same Fund. The payment of Carried Interest and incentive allocation by some, but not all Funds, and the payment at varying rates creates an incentive for Vista to disproportionately allocate time, services, or functions to Funds paying Carried Interest, or the Funds paying Carried Interest at a higher rate, or to allocate investment opportunities to such Funds with respect to investments with limited availability such as small capitalization securities. Generally, and except as may be otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds; (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously; and/or (iii) contractual provisions or procedures setting forth investment allocation requirements. Further, the existence of performance-based fees has the potential to create an incentive for the General Partner to make more speculative portfolio investments on behalf of a Fund than it would otherwise make in the absence of such a performance-based arrangement, although the Adviser generally considers performance-based compensation to better align its interests with those of its Investors. Vista has established procedures to address these potential conflicts of interest to ensure that transactions and investment opportunities are allocated to the Funds on a fair and reasonable basis and in accordance with each Funds’ investment guidelines and Governing Documents.
Hedge Fund Incentive Allocation
The Hedge Fund expects to charge an incentive allocation equal to 20% of the excess of the aggregate net profits (as defined in the Hedge Fund Governing Documents) attributable to each investor, which is allocated to the Hedge Fund’s General Partner, either at the end of the fiscal year (or other period), or upon withdrawal of capital. For withdrawals and transfers, the incentive allocation only applies with respect to the amount of capital withdrawn or transferred. Carried interest and incentive allocation are subject to modification, waiver, or reduction in Vista’s sole discretion. Vista, its affiliates and certain of its professionals or others who are not employees of Vista or its affiliates, but who have a pre-existing business relationship with Vista may invest alongside a Fund. Fees assessed, including Carried Interest or incentive allocation and Management Fees, have been and may be in the future substantially reduced, or as is more typical, waived altogether for these Investors. Please also see Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by Vista. please register to get more info

Vista currently provides investment supervisory services to the Funds. 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. 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. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. 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. Vista 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). please register to get more info

STRATEGIES, AND RISK OF LOSS
Methods of Analysis and Investment Strategies
Equity Funds Vista invests in equity and (where permitted by Governing Documents) debt interests of private portfolio companies on behalf of the Equity Funds it manages. Vista invests in different structures such as leveraged buyouts and take-private transactions as well as recapitalizations, private investment in public equity, carve-outs, and general buyouts. Vista prefers to obtain control of its investments through majority ownership, but will consider, and has successfully created value in, select minority ownership situations. The unifying theme across Vista’s various investment structures is the ability to seek to influence the outcome of the investment through the application of its proprietary set of Vista Best Practices. Vista uses a proprietary process to evaluate potential investment opportunities, structure and execute transactions, and implement value-added operational strategies. Vista has established strong relationships with boutique and bulge bracket investment banks, current and former software company executives, board directors, and industry consultants who have access to investment opportunities. Vista believes its focus and experience in enterprise software and related businesses has helped to establish its investment team’s strong reputation and credibility, which is influential in encouraging intermediaries to bring Vista relevant deal flow. Vista augments its opportunities brought by traditional channels with proprietary deal sourcing. Vista routinely conducts research into different niche vertical software markets, often identifying targets within each segment. This proprietary research process helps Vista understand the dynamics, competitors, trends, risks, and opportunities of a segment, enabling Vista to proactively target select companies and approach them regarding a sale of their business. The equity investment team at Vista takes a disciplined, analytical approach to deal execution. The team typically uses the diligence process to find potential value-creation opportunities that others may not recognize. The Equity Funds’ Investment Committee evaluates the preliminary information on the target company to ensure any external communication reflects the Investment Committee’s consensus. Once Vista decides to proceed further with a potential investment, the Equity Fund investment and operational personnel prepare an in-depth investment analysis that includes the operational issues and opportunities inherent in the company and a specific post-acquisition operating plan focused on implementing the Vista Best Practices. VCG personnel are also involved in investment diligence and assist in developing the details of the post-acquisition transformation plan. Throughout the process, the investment team assigned to the investment keeps the rest of the investment and operational professionals informed of the process, progress, and issues. Ultimate investment authority for the Equity Funds is vested in the applicable Investment Committee, and issues, questions, and concerns are addressed with the applicable Investment Committee throughout the process to ensure that investments consummated have consensus approval and those that will not achieve consensus do not incur additional time. Perennial Fund Vista invests in equity and (where permitted by Governing Documents) debt interests of private portfolio companies on behalf of the Perennial Fund it manages. Vista invests in different structures such as leveraged buyouts and take-private transactions as well as recapitalizations, private investment in public equity, carve-outs, and general buyouts. Vista invests in enterprise software business portfolio companies it believes to be “operationally mature”, meaning the businesses have generally implemented operational best practices, typically run at a higher profit margin than their less efficient counterparts, have developed longer customer relationships that create higher and more predictable recurring revenues. Vista seeks to assemble a portfolio of businesses into industry platforms by consolidating their activity and provide equity upside returns. Vista uses a proprietary process to evaluate potential investment opportunities and structure and execute transactions. Vista has developed a network of hundreds of intermediaries (including investment bankers and brokers) and has built a proprietary database that includes thousands of enterprise software, data, and technology-enabled solutions companies. Vista believes its focus and experience in enterprise software and related businesses has helped to establish its investment team’s strong reputation and credibility, which is influential in encouraging intermediaries to bring Vista relevant deal flow. Vista augments its opportunities brought by traditional channels with proprietary deal sourcing. Vista routinely conducts research into different niche vertical software markets, often identifying targets within each segment. In addition, Vista has enhanced its deal flow by developing an internal, high quality, well-researched sourcing effort to establish relationships and meet with prospective portfolio company targets and executives. This proprietary research process helps Vista understand the dynamics, competitors, trends, risks, and opportunities of a segment, enabling Vista to proactively target select companies and approach them regarding a sale of their business. The Perennial Fund investment team at Vista takes a disciplined, analytical approach to deal execution. In addition to evaluating an investment opportunity based on stand-alone factors, including its industry, market shares, customer relationships and contracts, products, employee base, margins and other factors, a separate “platform integration plan” is developed to assess complementary acquisitions in various operating categories. Upon achievement of certain milestones throughout the investment process, the investment team reviews the financial acquisition model (standalone and integrated) and the “operational maturity” of a company with the Perennial Fund’s Investment Committee to ensure continuing consensus across the investment and operating teams regarding the appropriateness of the acquisition for the Perennial strategy and the Perennial Fund. Credit Funds The Credit Funds’ principal focus is to invest in senior or subordinated debt, or other interests senior to common equity as well as equity securities (or rights to acquire equity securities) acquired in connection with debt financing transactions in management buyouts, recapitalizations, and other opportunities in enterprise software, data, and technology-enabled businesses, including a significant number of companies owned by the Equity Funds and/or the Perennial Fund. The Credit Funds provide debt financing for new platform investments, add-on acquisitions, refinancing, and recapitalization transactions, and make opportunistic investments through both direct lending and in open market purchases. The terms of the Credit Funds’ investments will depend on the facts and circumstances of the transaction, the market and opportunity for that type of debt financing, and the credit attributes of a particular company. The Credit Funds may be the sole source of debt financing in certain transactions for companies where Vista does not have control, or the Credit Funds may acquire up to 50% of a debt tranche in companies where Vista has a control equity investment. The Credit Funds will target specific enterprise software companies with mission critical solutions, high levels of recurring revenues, established and diversified customer bases, and strong competitive positioning. The Credit investment team has established relationships with other lenders and private equity firms through decades of experience in the debt markets and has expanded upon these relationships and has established an investment track record as an active investor in the enterprise software, data, and technology-enabled businesses sector. Since inception, the Credit investment team has closed transactions with more than 40 private equity firms. Vista’s credit investment team evaluates the credit-worthiness of potential investments, including, without limitation, if applicable for certain transactions that are generally not broadly syndicated and do not trade in a primary or secondary market, by working with the Equity Funds’ and the Perennial Fund’s investment teams (subject to certain information sharing controls) to incorporate and leverage any prior experience with the company, industry knowledge, and expertise. The Credit Funds benefit from the Equity Funds’ and Perennial Fund’s network and database of contacts. For software companies that Vista acquires, the Credit Funds have an opportunity to invest in the debt securities of some of those companies. The Credit Funds also leverage Vista’s relationships, reputation, credibility, and domain expertise to generate unaffiliated investment opportunities from arrangers, investment banks, and other private equity sponsors that acquire software businesses. Through Vista’s deal pipeline, the Credit Funds may also have the opportunity to evaluate deal opportunities in which Vista does not ultimately make an equity control investment, subject to certain restrictions on information sharing between the Credit Funds and the Equity Fund and Perennial Fund teams. These companies often include sound enterprise software businesses with strong cash flows and therefore have desirable credit profiles. The Credit Funds have a Credit Investment Committee process to establish specific criteria to determine investment eligibility, provide guidelines for due diligence completion, determine terms required to achieve transaction approval, optimize the use of internal and external resources, ensure efficient transition from target to portfolio investment, and reduce and identify any potential risk of conflicts. All new potential investments will be sent to a credit investment team member who will confirm fit and viable opportunities will be assigned to a credit investment team. The credit investment team will review available materials and conduct an initial credit assessment. If the credit investment team is supportive of the transaction, they will prepare preliminary materials for discussion at a Credit Investment Committee meeting. If any potential conflicts are identified, the Credit Investment Committee will address them, and the credit investment team will then commence full diligence to address the raised credit, structure, and/or transaction issue(s), if any, among other typical diligence and underwriting procedures. Once due diligence is completed, the credit investment team will prepare a final credit memorandum that summarizes the findings and makes a recommendation for approval by the Credit Investment Committee. Once final Credit Investment Committee approval has been obtained and actual and potential conflicts have been addressed, the relevant credit investment team will issue a commitment in connection with the potential transaction. In advance of funding, the relevant credit investment team will circulate a recommendation to proceed or not to proceed with funding and any updates on the transaction, structure, and/or diligence that was a condition or change to the approval received at the Credit Investment Committee. Hedge Fund The Hedge Fund pursues a fundamentally driven, research intensive long/short equity investment strategy with an emphasis on the global TMT sectors as well as other industries impacted by technology trends. The Hedge Fund investment team will interact with the broader Vista platform to identify unique investment opportunities, conduct due diligence on investments, and provide follow-on judgment as the investment risk/reward evolves. The Hedge Fund has invested in securities also owned by the Equity Funds and may invest in securities also owned by the Equity Funds or the Perennial Fund in the future. Similar to the Equity Funds and the Perennial Fund, the Hedge Fund investment team leverages fundamental analysis to identify mispriced assets. The Hedge Fund has access to a unique pool of information within Vista and through its affiliates. The investment team has established a process-driven approach to unearthing opportunities for investment in the public markets, which is supported by recurring due diligence sessions with Vista portfolio companies and utilizing the extensive industry knowledge of Vista and VCG and their personnel. By partnering with the Equity Funds and the Perennial Fund investment teams, the Hedge Fund team can monitor the investment universe closely and with depth. Vista constructs proprietary financial models for each company considered for a significant investment and monitors the landscape for dislocations between consensus and its own expectations. The Hedge Fund team employs a disciplined real-time approach to monitoring risk/reward in seeking to determine entry and exit positions and interim position-sizing. Leveraging its resources, the Hedge Fund team digs into the operational expertise of the Equity Fund and Perennial Fund personnel and VCG. The Hedge Fund investment team conducts on- site company visits, schedules product demonstrations, attends investment conferences and has follow-up conversations with company executives on a consistent basis. Depending on the type of security and size of the contemplated investment, the investment team creates a general overview, valuation comparison, relevance to the Hedge Fund investment mandate, an investment memo presentation with financial models, or a long-form investment memo presentation and accompanying more extensive analysis financial model(s).
Risk Factors
Risks Applicable to All Funds Investing in the Funds Vista manages entails a high degree of risk and, therefore, should be undertaken only by investors capable of evaluating and bearing certain risks including the possibility of partial or total loss of capital. Investors must be prepared to bear capital losses which might result from investments. In addition, there will be occasions when Vista or its affiliates may encounter potential conflicts of interest in connection with the activities of a Fund. Investors are urged to review carefully the risk factors set forth in each Fund’s Governing Documents, which include a more complete description of risk factors associated with an investment in such Fund. In addition to those risk factors, a Limited Partner should also carefully review the risks and potential conflicts that include, but are not limited to, the following:
Reliance on Vista and Portfolio Company Management Teams
While the principals and other employees of Vista will devote that portion of their time to the affairs of a particular Fund as they believe is necessary for the proper performance of their duties, they will likely devote substantial amounts of time to other investment activities of Vista. Such activities are likely to require those individuals to devote substantial amounts of their time to matters unrelated to the business of that particular Fund, including Vista’s existing or future portfolio of investments, which may pose conflicts in the allocation of management resources.
The Ability of the Investment Team to Source and Select Attractive Investment
Opportunities
Identifying and completing attractive private equity, debt investments, and publicly-traded securities is highly competitive, reducing the number of investment opportunities available to a Fund and/or adversely affecting the terms upon which investments can be made. Vista will be competing with other similar investors and with financial institutions for the acquisition of investments. There can be no certainty that Vista will be able to identify and complete a sufficient number of attractive Fund investments to meet client investment objectives or enable the full amount of capital committed to a Fund to be invested. In addition, the Funds may invest in companies with varying degrees of leverage which involve a higher degree of risk.
Dynamic Investment Strategy
While each General Partner generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein, the relevant General Partner may pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process, or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the relevant Governing Documents. A General Partner may pursue investments outside of the industries and sectors in which Vista has previously made investments or has internal operational experience.
Concentration of a Fund’s Investments in the Software Industry
Enterprise software companies serve virtually every vertical market. The vertical market focus of such companies is a core reason for their stability and longevity, as these businesses offer their customers unique, industry specific capabilities typically not available from general purpose software vendors or new technology startups. The software sector as a whole is highly cyclical. Companies require software to operate their businesses without regard to other market conditions. Further, a Fund may be concentrated in a limited number of investments, geographical regions, asset types, or sectors. To the extent a Fund concentrates investments in a particular issuer, industry, security, or geographic region, its investments may be more susceptible to fluctuations in value resulting from adverse economic, political, regulatory, and business conditions than investment portfolios that are more diversified. Other than as set forth in the Governing Documents, Investors have no certainty as to the investment diversification of a Fund. Investing in Smaller or Less Established Companies The Funds may invest a portion of their assets in the securities of smaller or less established companies. Investments in such smaller or less established companies may involve greater risks than generally are associated with investments in larger or more established companies. Such companies are typically subject to a greater degree of change in earnings and business prospects than are companies with larger market capitalizations. In addition, such securities typically trade in lower volume and are more volatile than the securities of companies with larger market capitalizations. Therefore, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Smaller or less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance.
Restricted Nature of Investment Positions
Generally, there will be no readily available market for a substantial number of each Fund’s investments, and hence, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to the partners of a Fund, and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such partners. After a distribution of securities is made to the partners, many partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such partners may be lower than the value of such securities determined pursuant to a Fund’s Governing Documents, including the value used to determine the amount of Carried Interest available to Vista with respect to such investment.
Material Non-Public Information
Vista or its affiliated persons may come into possession, from time to time, of material non- public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell, or hold a security. Under applicable law, Vista and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is an Investor in any fund or account managed or advised by Vista. Accordingly, should Vista or any of its affiliated persons come into possession of material non-public or other confidential information with respect to any public company, Vista and its affiliated persons would be prohibited from communicating such information, and Vista and its affiliated persons would have no responsibility or liability for failing to disclose such information to any Fund or Limited Partners as a result of following its policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Vista personnel serving as directors of public companies and may restrict trading on behalf of funds or accounts managed or advised by Vista. To the extent Vista maintains an open environment, the receipt of material non-public information will restrict all Funds and accounts managed or advised by Vista, not just the investment team of the Fund or account in receipt of the information. Due to these restrictions, a Vista Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell a portfolio investment that it otherwise might have sold. Consequently, the possession of material non-public information by Vista or its affiliated persons may limit the ability to buy and sell investments in the relevant company by funds and accounts managed or advised by Vista. For further discussion, see also the Conflicts of Interest section below. Vista has established an information barrier between various business groups within Vista that restricts communications of groups within Vista. Consequently, while one investment team may have knowledge of information that could be pertinent to an investment or disposition decision of a Vista entity, the investment professionals of other Vista investment teams may not have access to such information.
General Economic and Market Conditions
General economic and market conditions prevalent during a Fund’s investment and divestment stages may have a material impact on the performance of a Fund. The past performance of the portfolio investments of Vista and its affiliates is not necessarily indicative of future results and does not reflect certain costs and expenses which are significant.
Liquidity of Limited Partner Interests in the Funds
Interests in a Fund will not be readily marketable and are generally neither redeemable nor transferable without the prior written consent of the Fund’s General Partner, which may be given or withheld in the General Partner’s sole discretion. Many of the investments will be highly illiquid and may require a lengthy period to dispose of. Investments in a Fund require a long-term commitment with no certainty of return. There most likely will be little or no near-term cash flow available to Investors. Investment in the Funds may not result in rates of return that are equal to or better than the average rate of return on investments in other private investment funds or asset classes. The success or failure of any portfolio investment will rely in part on the success or failure of the investment decisions made by the investment management team.
Hedging Policies; Related Regulations
In connection with financing and/or holding certain portfolio investments, the Funds may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, and currency exchange. The Funds may incur costs related to hedging arrangements, which may be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options, and other instruments. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while the Funds may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, or currency exchange rates may result in poorer overall performance by the Funds than if they had not entered into such hedging transactions. In some cases, particularly OTC contexts, hedging arrangements will subject the Funds to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or potential loss of assets held by a counterparty, custodian, or intermediary in connection with such hedging. OTC contracts may expose the Funds to additional liquidity risks. Certain hedging arrangements may create for the General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (“CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements.
Financial Market Fluctuations
In recent years, U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility, and instability. These financial market fluctuations, along with general fluctuations in interest rates have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the value of the portfolio investments held by the Funds. Instability in the securities markets may also increase the risks inherent in the Funds’ portfolio investments and could have a negative impact on the performance and/or valuation of the portfolio companies. The Funds’ performance can be affected by deterioration in the capital markets and by market events, such as the onset of the credit crisis in the summer of 2007 or the downgrading of the credit rating of the United States in 2011, which, among other things, can impact the public market comparable earnings multiples used to value privately held portfolio companies, and investors’ risk-free rate of return. In addition, governments from time to time intervene, directly and/or by regulation, in certain markets, particularly those in currencies and interest rate related futures and options. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market, and economic conditions at the time of such realizations. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy and there can be no assurance, particularly given the recent volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that Funds will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Fund to sell these securities when Vista believes it is most advantageous to do so, or without adversely affecting the stock price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Funds to buy, sell, and partially dispose of their portfolio company investments. The Funds may be adversely affected to the extent that they seek to dispose of any of their portfolio investments into an illiquid or volatile market, and a Fund may find itself unable to dispose of investments at prices that Vista believes reflect the fair value of such investments. A widening of credit spreads, coupled with the deterioration of the sub-prime and debt markets and a rise in interest rates, has dramatically reduced demand for high yield debt and senior bank debt, which, in turn, has led some investment banks and other lenders to be unwilling or less willing to finance such companies or to only offer committed financing to such companies on less favorable terms than had been prevailing in the recent past. Such an economic downturn could adversely affect the financial resources of corporate borrowers in which the Fund has invested and result in the inability of such borrowers to make principal and interest payments on outstanding debt when due. In the event of such defaults, the Funds may suffer a partial or total loss of capital invested in such companies, which could, in turn, have an adverse effect on the Funds’ returns. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted and there can be no assurances that conditions in the financial markets will not worsen or adversely affect one or more of a Fund’s investments or portfolio companies. The ability of portfolio companies to refinance debt securities will depend on their ability to sell new securities in the public high yield debt market or otherwise.
Registration under the U.S. Commodity Exchange Act
Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or as a “commodity trading adviser” or any change in the Funds’ operations necessary to maintain Vista’s or its affiliates’ ability to rely upon the exemptions from registration, could adversely affect the ability of a Fund to implement its investment program, conduct its operations, and/or achieve its objectives and subject the Funds to certain additional costs, expenses, and administrative burdens. Furthermore, any determination by Vista to cease or to limit investing in interests which may be treated as “commodity interests” in order to comply with the regulations of the CFTC may have a material adverse effect on a Fund’s ability to implement its investment objectives and to hedge risks associated with its operations.
Alternative Investment Fund Managers Directive
The AIFMD regulates the activities of certain private fund managers undertaking fund management activities or marketing fund interests to Investors within the European Economic Area (“EEA”). To the extent the Funds are actively marketed to Investors domiciled or having their registered office in the EEA in circumstances where no transitional relief is available: (i) the Funds and Vista will be subject to certain reporting, disclosure, and other compliance obligations under the AIFMD, which will result in the Funds incurring additional costs and expenses; (ii) the Funds and/or Vista or its affiliates may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions, which would result in the Funds incurring additional costs and expenses or may otherwise affect the management and operation of the Funds; (iii) Vista will be required to make detailed information relating to the Funds and its investments available to regulators and third parties; and (iv) the AIFMD will also restrict certain activities of the Funds and Vista in relation to EEA portfolio companies, including, in some circumstances, the Funds’ ability to recapitalize, refinance, or potentially restructure an EEA portfolio company within the first two years of ownership, which may in turn affect operations of the Funds generally. In addition, it is possible that some EEA jurisdictions will elect to restrict or prohibit the marketing of non-EEA Funds to Investors based in those jurisdictions, which may make it more difficult for the Funds to raise their targeted amounts of commitments. In the future, it may be possible for non-EEA AIFMs to market an alternative investment fund (“AIF”) within the EEA pursuant to a pan-European marketing “passport”, instead of under national private placement regimes. Access to this passport may be subject to the non-EEA AIFM complying with various additional requirements under the AIFMD, which may include one or more of the following: additional conduct of business and organizational requirements; rules relating to the remuneration of certain personnel; minimum regulatory capital requirements; restrictions on the use of leverage; additional disclosure and reporting requirements to both Investors and EEA home state regulators; independent valuation of an AIF’s assets; and the appointment of an independent depositary. Certain EEA Member States have indicated that they will cease to operate national private placement regimes when, or shortly after, the passport becomes available, which would mean that non-EEA AIFMs to whom the passport is available would be required to comply with all relevant provisions of the AIFMD in order to market to professional investors in those jurisdictions. As a result, if in the future non-EEA AIFMs may only market in certain EEA jurisdictions pursuant to a passport, Vista may not seek to market interests in the Funds in those jurisdictions, which may lead to a reduction in the overall amount of capital invested in the Funds. Alternatively, if Vista sought to comply with the requirements to use the passport, this could have adverse effects including, amongst other things, increasing the regulatory burden and costs of operating and managing the Funds and their investments, and potentially requiring changes to compensation structures for key personnel, thereby affecting Vista’s ability to recruit and retain these personnel.
Non-U.S. Investments
Funds may invest outside of the United States, its territories, and possessions. Non-U.S. investments involve risks not typically associated with investing in U.S. securities, including: (i) currency exchange controls and fluctuations and conversion costs; (ii) differences in liquidity, the absence of uniform accounting, auditing, and financial reporting standards, practices and disclosure requirements, and less government supervision and regulation; (iii) certain economic, social, and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital (as such regulations and restrictions may be given effect during the entire terms of the Funds), the risks of political, economic, or social instability and the possibility of expropriation or confiscatory taxation or other changes in law; (iv) differences in contract terms (e.g., foreign contracts do not typically include many of the closing conditions that are commonly found in U.S. contracts); (v) the application of complex U.S. and non-U.S. tax rules to cross-border investments, including the possible imposition of non-U.S. taxes on the Funds and/or the Investors with respect to the Funds’ income, and possible non-U.S. tax return filing requirements for the Funds and/or the Investors; (vi) less developed corporate laws regarding fiduciary duties and the protection of Investors; (vii) different and potentially more cumbersome regulatory approval processes; and (viii) foreign investment controls limiting or precluding foreign investment above certain ownership levels or in certain sectors of the country’s economy.
Third-party Infringement Claims; Software Code Protection
The companies in which the Funds invest, are expected to, from time to time, receive notices claiming that they have infringed on the intellectual property rights of others. To resolve such claims, companies may enter into royalty and licensing agreements on terms that are less favorable than if such an agreement was being negotiated absent such claims, stop selling or redesign affected products or pay damages to satisfy indemnification commitments with customers, the occurrence of which could cause operating margins to decline. In addition to money damages, in some jurisdictions, plaintiffs can seek injunctive relief that may limit or prevent importing, marketing and selling products that have allegedly infringing technologies. Source code is often critical to companies operating in the Funds’ target sectors. Unauthorized disclosure of source code could cause a company to lose future trade secret protection for that source code, make it easier for third parties to compete with a company’s products by copying functionality, which could adversely affect revenue and operating margins, and increase a company’s security risks. Costs for remediating unauthorized disclosure of source code or other cyber-security breaches may be substantial.
Laws and Regulations Governing the Internet
The future success of many, if not all, of the companies in which the Funds invest depends upon the continued use of the Internet as a primary medium for commerce, communication, and business services. Changes in laws and regulations related to the Internet or changes in the infrastructure of the Internet itself may diminish the demand for these companies' products, including software solutions. Governmental bodies and agencies have adopted, and are expected to continue to adopt, laws and regulations affecting the use of the Internet. Companies may be required to modify their products or business models in compliance with or in response to such changes in laws and regulations. Also, governmental bodies and agencies and private organizations may impose taxes, fees or other charges for accessing the Internet or for commerce conducted via the Internet. Such changes could limit the growth of Internet-related commerce or communications generally, reducing demand for Internet-based products and business services.
Governmental Export and Import Controls
Companies in which the Funds invest are subject to export controls for software and for incorporating encryption technology into customer service platforms enabled through mobile applications requiring export authorizations, including by license, a license exception or other appropriate government authorizations, for example the filing of an encryption registration. Various countries also regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit the ability of companies to offer or distribute their products. Further, export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by sanctions. Such export and import controls could negatively impact the Funds by impairing the abilities of the companies in which the Funds invest to compete in international markets or subject them to liability for violations, including possible civil and criminal penalties and other repercussions.
Investments in Emerging Markets
The Funds may invest in emerging markets. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other, more established economies or markets. Such risks may include, among others: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic, and political uncertainty, including conflict or social unrest; (iii) increased likelihood of governmental involvement in, and control over, the economy; (iv) governmental decisions to cease support of economic reform programs or to impose central planning of the economy; (v) less extensive regulation of financial and other markets; (vi) greater regulatory uncertainty; (vii) greater volatility, less liquidity, and smaller capitalization of markets; (viii) greater volatility in currency exchange rates; (ix) greater risk of inflation; (x) higher dependence on exports and the corresponding importance of international trade; (xi) greater controls on foreign investment and limitations on the realization of investments, repatriation of invested capital, and on the ability to exchange local currencies for U.S. dollars; (xii) less developed corporate laws, including regarding fiduciary duties of officers and directors and the protection of investors; (xiii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiv) maintenance of the Funds’ investments with non-U.S. brokers and securities depositories; (xv) risks associated with differing cultural expectations and norms regarding business practices; (xvi) less developed compliance culture; (xvii) differences in auditing and financial reporting standards, which may result in the unavailability of material information about portfolio companies; (xviii) less developed, reliable, or independent judicial systems for the enforcement of contracts or claims; and (xix) threats or incidents of corruption or fraud that may cause a Fund not to pursue certain investments, or to alter certain activities, liquidate certain portfolio investments, or liquidate such investments prior to or after the time when Vista would otherwise choose to liquidate to achieve optimal returns, all of which may cause losses or have other negative impacts on the relevant Fund or its portfolio investments.
Allocation of Investment Opportunities
Vista provides investment advisory services to several investment Funds and may, from time to time, be presented with investment opportunities that are suitable for one or more investment Funds. Vista, in these circumstances, will allocate such opportunities among Funds on a basis that it reasonably determines in good faith to be fair and reasonable, taking into account various factors. See Item 11 for a more detailed discussion.
Leveraged Investments
A Fund may make use of leverage by having a portfolio company incur debt to finance a portion of its investment in such portfolio company. Leverage generally magnifies both such Fund’s opportunities for gain and its risk of loss from a particular investment. Leverage often imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment, or rising interest rates (which recently have been at or near historic lows) and could accelerate and magnify declines in the value of such Fund’s investments in the leveraged portfolio companies in a down market. In the event any portfolio company cannot generate adequate cash flow to meet its debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of such Fund. Furthermore, the companies in which a Fund invests generally will not be rated by a credit rating agency. A Fund may also borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt). The use of leverage by a Fund also will result in interest expense and other costs to such Fund that may not be covered by distributions made to such Fund or appreciation of its investments. A Fund may incur leverage on a joint and several basis with one or more other Funds and entities managed by Vista or any of its affiliates and may have a right of contribution, subrogation, or reimbursement from or against such entities. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts may be secured by capital commitments made by such Fund’s Investors and such Investors’ contributions may be required to be made directly to the lenders instead of such Fund.
Distressed Investments
A Fund may invest in the securities and obligations, including debt obligations that are in covenant or payment default, of companies experiencing or expected to experience significant financial difficulties and material operating issues, including companies that may have been, are, or will become involved in bankruptcy proceedings or other restructuring, recapitalization, or liquidation processes. Investments in such companies involve a substantial degree of risk that is generally higher than the risk involved in investing in companies that are not in financial or operational distress. Given the heightened difficulty of the financial analysis required to evaluate distressed companies, there can be no assurance that Vista will correctly evaluate the value of the assets of a distressed company securing its debt and other obligations or correctly project the prospects for the successful restructuring, recapitalization, or liquidation of such company. Therefore, in the event that a portfolio company does become involved in bankruptcy proceedings or a restructuring, recapitalization, or liquidation is required, a Fund may lose some or all of its investment or may be required to accept illiquid securities with rights that are materially different than the original securities in which such Fund invested.
Public Company Holdings
The Funds’ investment portfolios may contain securities issued by publicly held companies, which may be sensitive to movements in the stock market and trends in the overall economy. Such investments may subject a Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the relevant Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including Vista’s principals, and/or other representatives of associates of the General Partner or the Funds, and increased costs associated with each of the aforementioned risks.
Growth Equity Transactions
A Fund may make growth-equity investments, which may involve taking non-control positions in the applicable portfolio companies. While growth-equity investments offer the opportunity for significant capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. Growth-equity portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth-equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities, and a larger number of qualified managerial and technical personnel.
Minority Investments
A Fund may invest in minority positions of companies and in companies for which such Fund has no right to exert significant influence. In such cases, a Fund will be significantly reliant on the existing management and board of directors of such companies, which may include representatives of other investors with whom such Fund is not affiliated and whose interests may conflict with the interests of such Fund. Need for Follow-On Investments Following its initial investment in a given portfolio company, a Fund may decide to provide additional funds to such portfolio company and/or its subsidiaries or may have the opportunity to increase its investment in a successful portfolio company (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons). There is no assurance that the Funds will make follow-on investments or that the Funds will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment (including an event of default under applicable debt documents). Additionally, such failure to make such investments may result in a lost opportunity for a Fund to increase its participation in a successful portfolio company or the dilution of a Fund’s ownership in a portfolio company if a third-party invests in such portfolio company and, in circumstances where the follow-on investment is offered at a discount to market value, may result in a loss of value for the Fund.
Uncertain Economic, Social, and Political Environment
Consumer, corporate, and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, or other sources of political, social, or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners, and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Fund’s portfolio companies.
Valuation
The Funds invest in securities which are illiquid, not traded on an exchange or in an established market or for which no value can be readily determined. The fair market value of such investments will be determined by Vista or its affiliates in accordance with the respective Fund’s Governing Documents. Valuations are subject to multiple levels of review for approval and ensuring that portfolio investments are fairly valued is an important focus of Vista. However, the valuation of certain illiquid assets is inherently subjective and subject to increased risk that the information utilized to value the asset or to create the price models may be inaccurate or subject to other error. Third-party pricing information may at times not be available regarding certain of a Fund’s assets. Accordingly, the fair market value of an investment may not reflect the price at which the investment could be sold in the market, and the difference between fair market value and the ultimate sales price could be material. With respect to the Funds, the exercise of discretion in valuation by Vista will give rise to conflicts of interest, as valuations impact Vista’s track record and the performance allocation in certain Funds is calculated based, in part, on these valuations and such valuations affect the amount and timing of performance calculations. As a result, Vista or one of its affiliates could be incentivized to influence the valuation of investments. See Item 11 for a more detailed discussion.
Investment in Junior Securities
The securities in which the Funds will invest may be among the more junior in a portfolio company’s capital structure and, thus, subject to greater risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made.
Options, Futures, Swaps, and Forwards
The Funds may invest in options, futures, swaps and forwards. Investments in commodities, futures (including stock index futures), and options contracts involve risks including, without limitation, leverage (e.g., margin is usually only 5% to 15% of the face value of the contract and exposure can be nearly unlimited) and credit risk vis-à-vis the contract counterparty. If the Funds invest in futures positions, these positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits, which could prevent the Funds from promptly liquidating unfavorable positions and subject it to substantial losses. The Funds may buy or sell (write) call options, and when a Fund writes options it may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the class or tranche and amount of those as to which the call option applies. The Funds’ options transactions may be part of a hedging tactic, i.e., offsetting the risk involved in another securities position. These activities involve risks that can be large, depending on the circumstances. In general, the principal risks involved in options trading can be described as follows, without taking into account other positions or transactions into which the Funds may enter. The Funds may engage in forward trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. Disruptions can occur in any market traded by the Funds due to unusually high trading volume, political intervention, or other factors. Market illiquidity or disruption could result in major losses to the Funds. The Funds may be the “buyer” or the “seller” in a credit default contract, in which the buyer is obligated to pay the seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. Generally, a credit event means bankruptcy, failure to pay or obligation acceleration. If a Fund is a buyer and no credit event occurs, the Fund may lose its investment (or premium) and have no recovery. However, if a credit event occurs, the buyer typically receives full notional value for a reference obligation that may have little or no value. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, which typically is between one month and five years, provided that no credit event occurs. If a credit event occurs, the seller may pay the buyer the full notional value of the reference obligations. Credit default swaps involve greater risks than if the applicable Fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to liquidity risk and credit risk.
Equity Fund and Perennial Fund Use of Leverage
While portfolio investments in leveraged companies offer the opportunity for capital appreciation, such portfolio investments also involve a higher degree of risk. The Equity Funds’ and the Perennial Fund’s portfolio investments may involve varying degrees of leverage, as a result of which recessions, operating problems, and other general business and economic risks (as well as particular risks associated with investing in software companies described above) may have a more pronounced effect on the profitability or survival of such companies. Moreover, any rise in interest rates may significantly increase a portfolio company’s interest expense, causing losses and/or the inability to service debt levels. If a portfolio company cannot generate adequate cash flow to meet debt obligations, the applicable Fund may suffer a partial or total loss of capital invested in the portfolio company. An Equity Fund or the Perennial Fund may incur leverage on a joint and several basis with one or more other investment funds and entities managed by the General Partner or any of its affiliates and may have a right of contribution, subrogation or reimbursement from or against such entity. To the extent an Equity Fund or the Perennial Fund uses borrowed funds in advance or in lieu of capital contributions or a portfolio company borrows funds directly through a Fund facility, the Limited Partners generally make correspondingly later capital contributions. As a result, a Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure Limited Partner cash flows) and may make net IRR calculations higher than they otherwise would be without fund-level borrowing, as these calculations generally depend on the amount and timing of capital contributions. While the applicable Fund will bear the expense of borrowed funds, such borrowings can also increase the carried interests received by Vista by decreasing the amount of distributions from the applicable Fund that are required to be made to Limited Partners in satisfaction of any preferred return. Vista therefore has a conflict of interest in deciding whether to borrow funds because Vista may receive disproportionate benefits from such borrowings. Borrowing by a Fund will generally be secured by capital commitments made by the Limited Partners and/or the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the Limited Partners may be subordinated to fund-level borrowing.
Uncertain Exit Strategies
Due to the illiquid nature of some of the positions which the Funds may acquire, Vista is unable to predict with confidence what the exit strategy will ultimately be for any given position, or that one will definitely be available at an attractive price, or at all. Exit strategies which appear to be viable or profitable when an investment is initiated may be precluded or unprofitable by the time the investment is ready to be realized due to market, economic, legal, political, or other factors. Cybersecurity Risks Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries, such as the food services and retail industries. Vista, the Funds’ service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Funds and their Investors, despite the efforts of Vista and the Funds’ service providers to adopt technologies, processes, and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well as the confidentiality, integrity, and availability of information belonging to the Fund and its Investors. For example, unauthorize please register to get more info

Neither Vista nor any Vista management person has been subject to any legal or disciplinary events required to be discussed in this brochure. please register to get more info

AND AFFILIATIONS As described in Item 4 above, Vista organizes and sponsors the Funds, which are private pooled investment vehicles. Each Fund managed by Vista is controlled by an affiliated General Partner. Although Vista provides advisory services to each Fund, the applicable General Partner is responsible for all decisions regarding portfolio transactions of a Fund and has full discretion over the management of such Fund’s investment activities. Vista currently has four affiliated “relying” advisers: Vista Credit Partners, L.P., VFF Management, L.P., VEPF Management, L.P., and VEEF Management, L.P., which file Form ADV together on an umbrella registration in accordance with SEC rules. In addition, employees and persons acting on behalf of Vista, its affiliated advisers, and the General Partners are subject to the supervision and control of Vista and its Code of Ethics (see please register to get more info

to the requirements of the Investment Advisers Act of 1940 (the “Advisers Act”). For a description of any material conflicts of interest created by the relationship between Vista, its affiliates, and the General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below. Additionally, Mr. Robert Smith, the Chairman and Chief Executive Officer of Vista and certain of his family members are associated with, and Mr. Smith currently serves as Chairman of PrivilEdge Capital SA (“PrivilEdge”). From time to time, Vista has and may in the future engage PrivilEdge to place the securities of its Funds with non-U.S. Investors. Any fees and expenses payable to PrivilEdge in connection with such placement will be borne by Vista indirectly through an offset against the Management Fee. Any such fees and expenses will generally be attributed only to the specific Investors brought in by PrivilEdge and will have no impact on any other Investors. INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING
Code of Ethics
Vista has adopted a written Code of Ethics (the “Code”) that is applicable to its partners, officers, and employees, including officers and employees of its affiliates and certain independent contractors (collectively, “Adviser Personnel”), pursuant to Rule 204A-1 of the Advisers Act. The Code is designed to establish guidelines for professional conduct, monitor Adviser Personnel’s personal securities transactions including certain pre-clearance and reporting obligations, and identify and mitigate conflicts of interest with the Advisers’ clients. The Code includes rules of conduct, policies, and procedures to prevent the misuse of material, non-public information in Vista’s possession, and personal trading policies. Vista’s internal review, including quarterly and annual reporting requirements, and defined rules of business conduct are all intended to prevent or detect potential conflicts of interest. The Code subjects Adviser Personnel to restrictions on activities and securities trading and requires reporting of information on personal trading activities. Pursuant to the Code, Adviser Personnel are required to file certain periodic reports with Vista as required by Rule 204A-1 under the Advisers Act including initial, and thereafter, annual, holdings reports as well as quarterly transaction reports or equivalent brokerage statements, detailing the securities held, purchased, or sold during the relevant period. Adviser Personnel must pre-clear securities trades, subject to certain exceptions, to allow Vista to adequately identify and address conflicts of interest in a timely manner and prevent the misuse of material non-public information. As indicated in Item 5 above, Vista and certain employees or officers invest in and alongside the Funds, either through the General Partner, as direct Investors in the Funds, through pooled investment vehicles assembled for employee transactions, or otherwise. A Fund or its General Partner, as applicable, generally reduces all or a portion of the Management Fee and performance-based fees related to investments held by such persons. For further information regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Vista and its affiliated persons may come into possession, from time to time, of material, non- public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell, or hold a security, as discussed below. Under applicable law, Vista and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is an Investor with Vista. Accordingly, should Vista or any of its affiliated persons come into possession of material, non-public or other confidential information with respect to any public company, Vista would be prohibited from communicating such information, and Vista will have no responsibility or liability for failing to disclose such information to a Fund and/or investors as a result of following its policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Adviser Personnel serving as directors of public companies and may restrict trading on behalf of the Funds. Adviser Personnel who violate the Code may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, suspension, or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of which they become aware. Adviser Personnel are required to annually certify compliance with the Code. Vista will make the Code available to any client or prospective client upon request by contacting Vista’s Chief Compliance Officer, Gwen Reinke, by phone at (415) 765-6500 or by email at greinke@vistaequitypartners.com.
Conflicts of Interest
Vista and its affiliates engage in a broad range of activities, including investment activities for their own accounts and other Funds, and providing transaction-related, investment advisory, management, VCG consulting services, and other services to the Funds and portfolio companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time, conflict with the interests of Vista, other Funds, co-investment vehicles, or their respective affiliates. There can be no assurance that Vista will resolve all conflicts of interest in a manner that is favorable to a Fund and its Investors. Vista and its affiliates have related advisers that focus on differing investment strategies, although such investment strategies and related Funds may overlap from time to time. In the ordinary course of conducting its activities, the interests may conflict with the interests of Vista, its affiliates, Funds of related strategies, and Funds of unrelated strategies. A description of certain conflicts of interest, as well a description of how Vista addresses such conflicts of interest is below. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for discussion of other conflicts. Resolution of Conflicts Vista and its affiliates will address all conflicts of interest using its best judgment, but in its sole discretion. In resolving conflicts, Vista and its affiliates may consider various factors, including the interests of the Funds it advises in the context of both the immediate issue at hand and the longer-term course of dealing among Funds. When conflicts arise between Funds, Vista will seek to mitigate or resolve the conflict. In the case of all conflicts involving a Fund, determination as to which factors are relevant, and the resolution of such conflicts, will be made in Vista’s sole discretion. There can be no assurance that Vista will resolve all conflicts of interest in a manner that is favorable to a particular Fund. The following factors may alleviate, but will not eliminate, conflicts of interest:
• A Fund will not make any investment unless the Adviser believes that such investment is an appropriate investment considered from the viewpoint of such Fund;
• Many important conflicts of interest may be resolved pursuant to set procedures, restrictions, or other provisions contained in the relevant Governing Documents;
• The Equity Funds’, Perennial Fund’s, and Credit Funds’ Governing Documents require these Funds to establish an Advisory Committee, and the Hedge Fund may establish an Investor Committee consisting of representatives appointed by Investors and Limited Partners of the Hedge Fund. The Advisory Committees and Investor Committee will provide such advice and counsel as is requested by the relevant General Partner in connection with the relevant Fund’s investments, potential conflicts of interest (including potential conflicts the General Partner is required to present to the Advisory Committee or Investor Committee pursuant to the respective Fund’s Governing Documents), and other Fund matters. The Advisory Committees meet periodically as required to consult with the Adviser;
• Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sales price;
• The Adviser has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; and
• Prior to subscribing for interests in a Fund, each Investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund, as detailed within the respective Fund’s Governing Documents. In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of Investors in certain situations where conflicts may exist, although these provisions do not eliminate such conflicts.
Principal Transactions
Section 206 of the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and clients thereof, on the other hand. The Advisers Act generally requires that, when an investment adviser or an affiliate of the adviser proposes to purchase a security from, or to sell a security to, an advisory client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. Vista does not typically engage in principal transactions. In the event of a principal transaction, Vista intends to obtain the consent of the participating Fund’s Advisory Committee or Investor Committee, unless a Governing Document allows or prescribes a different course of action.
Cross Trades with Vista Clients
Vista has, on occasion, and may in the future, (directly or indirectly) cause a Fund to purchase securities from or sell securities and investments to other Funds or vehicles managed by Vista when the Adviser believes such transactions are appropriate and in the best interests of the Funds. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or Vista might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, Vista, its affiliates, and/or their professionals (i) have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment; or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Vista and its affiliates receive Management Fees or other fees in connection with their management of the relevant Funds involved in such a transaction, and generally are entitled to share in the investment profits of the relevant Funds. In the event Vista wishes to reduce the investment of one or more such Funds in an instrument and increase the investment of other Funds in such instrument, it may affect such transactions by directing the transfer of the instrument between Funds. Any incremental costs and expenses associated with any such investment generally will be borne by such Funds on a pro rata basis. To address these conflicts of interest, in connection with effecting such transactions, Vista will follow investment allocation requirements of the relevant Funds (e.g., the Governing Documents of certain Funds may provide for the rebalancing of investments at certain times and at a cost set forth in those Governing Documents so that these Funds’ resulting ownership of investments are generally proportionate to the relative capital commitments of the Funds) and Vista’s written policies and procedures regarding allocation. To the extent such matters are not addressed in the investment allocation requirements, Vista’s Chief Legal Officer or Chief Compliance Officer (“CCO”) will be responsible for confirming that Vista (i) considers its respective duties to each Fund; (ii) determines whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third-party on commercially reasonable terms; and (iii) obtains any required approvals of the transaction’s terms and conditions.
Allocation of Investment Opportunities
Subject to any relevant restrictions or other limitations contained in the Fund’s Governing Documents, Vista will determine how to allocate investment opportunities in a manner it believes in good faith is fair and equitable under the circumstances and considering such factors as it deems relevant, but in its sole discretion. For example, in allocating an investment opportunity among Funds with differing fee, expense, and compensation structures, Vista has an incentive to allocate investment opportunities to the Funds or other vehicles from which Vista or its affiliates may derive, directly or indirectly, a higher fee, compensation, or other benefit. Other Funds may invest in assets eligible for purchase by another Vista Fund. In addition, Vista professionals will generally participate indirectly in investments made by Funds in which they invest, pro-rata, in accordance with their respective capital accounts. The existence of these varying circumstances may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. In connection with its investment activities, Vista has and may in the future encounter situations in which it must determine how to allocate investment opportunities among various Funds or vehicles, which may include, but are not limited to, the following:
• The Funds;
• Any parallel investment entities, co-investors, or co-investment vehicles that have been formed to invest side-by-side with one or more Funds (either in all transactions entered into by such Funds or in a limited subset of such investments);
• Any alternative investment vehicles that have been formed to address, for example, specific tax, legal, business, accounting, or regulatory-related matters that may arise in connection with a transaction or transactions;
• Any Funds that have been formed to invest side-by-side with one or more Funds in particular transactions entered into by such Funds or for the purpose of pursuing a specific investment strategy;
• Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Funds in particular transactions entered into by such Funds; and
• Vista Investors and/or Third Parties acting as “co-sponsors” with Vista with respect to a particular transaction. The Funds are generally subject to investment allocation requirements that may be set forth in the Governing Documents, which will also apply, directly or indirectly, to certain co-investment vehicles with investments contractually tied to the Funds. Prior to making any allocation of an investment opportunity, Vista generally determines whether it is required to offer an investment opportunity to one or more Funds. To the extent there are investment allocation requirements in a Fund’s Governing Documents, Vista will either follow specific allocation procedures, or if unspecified, Vista will utilize discretion in making allocation decisions among the Funds as set forth below. As a general matter, and subject to the applicable Governing Documents, Vista and its affiliates will allocate investment opportunities between the Funds in a manner that is consistent with the adopted written investment allocation policies and procedures established by Vista and its affiliates designed to ensure allocations of opportunities are made over time on a basis it determines to be fair and reasonable, which in general, other than for investments in publicly traded securities, means that when such opportunities meet the investment objective, strategy, and structure of one or more Funds (investment objective, strategy and structure include without limitation, the size of a potential investment), such investments will be allocated pro rata among the Funds based on available capacity for such investment in each client. As an initial matter, Vista and its affiliates will evaluate the operational maturity of a target investment, along with certain other factors, to determine whether an investment opportunity shall be allocated to the Perennial Fund (or any other Funds with a similar strategy), on the one hand, or the other Vista Funds, on the other hand, given the different investment strategy and focus of the Perennial Fund as compared to other Funds. If it is determined that the investment opportunity is not operationally mature or otherwise appropriate for the Perennial Fund (or any other Vista Fund with a similar strategy), Vista will determine how to allocate such opportunity among the remaining Funds. Prior to making any allocation to a Fund of an investment opportunity, Vista, in its discretion, determines what additional factors may restrict or limit the offering of an investment opportunity to the Fund(s). Possible restrictions include, but are not limited to:
• Obligation to Offer: Vista may be required to offer an investment opportunity to one or more Funds. This obligation to offer investment opportunities is in most cases set forth in a Fund’s Governing Documents.
• Related Investments: Vista may offer an investment opportunity related to an investment previously made by a Fund(s) to such Fund(s) to the exclusion of, or resulting in a limited offering to, other Funds.
• Legal and Regulatory Exclusions: Vista may determine that certain Funds or Investors in such Funds should be excluded from an allocation due to specific legal, regulatory, and contractual restrictions placed on the participation of such Funds or persons in certain types of investment opportunities. Once the Funds that may participate in a particular investment opportunity have been identified, Vista, in its discretion, decides how to allocate such investment opportunity among the identified Funds considering some or all of a wide range of factors, which include, but are not necessarily limited to, one or more of the following: (i) each Fund’s investment strategy and investment objectives; (ii) sourcing of the transaction; (iii) each Fund’s targeted rate of return; (iv) the size and nature of the investment (including the stage of development, operational maturity, and anticipated holding period and duration of the investment); (v) the relative amounts of capital available or projected future capacity for investment in the Fund(s); (vi) the structural and operational differences between Funds; (vii) minimum, maximum, or target investment size; (viii) applicable investment limitations (including, without limitation, industry, asset class and geographic exposure limits, hedging limits, leverage, concentration, and diversification considerations) of the Funds; (ix) the eligibility of the Funds to make such investment under applicable laws and regulations; (x) any other applicable tax, legal, regulatory, contractual compliance, operational, or administrative issues; (xi) each Fund’s liquidity, reserves, targeted rate of return and duration; (xii) lender covenants and other limitations; (xiii) composition of each Fund’s portfolio; (xiv) suitability as a follow-on investment for a current investment of a Fund; (xv) the availability of other suitable investments for each Fund; (xvi) risk considerations; (xvii) cash flow considerations; (xviii) any “ramp-up” period of a newly established Fund; (xix) the structural and operational considerations of the Funds (including, without limitation, exposure limits and hedging limits); (xx) whether an investment opportunity requires additional consents or authorizations from a Fund, Investors or third parties; (xxi) whether an investment opportunity would enable a Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Funds including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions; and (xxii) any other requirements, guidelines, or restrictions contained in the Governing Documents of the Funds and other considerations deemed relevant by Vista and/or such affiliates in good faith. There can be no assurance that the application of the factors set forth above will result in a Fund participating in all investment opportunities that fall within its investment objectives. The application of the above allocation requirements and factors will often result in allocation on a non-pro rata basis and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives. Vista may also enter into arrangements with third-party service providers or consultants, who provide Vista with deal sourcing services or other information on investment opportunities. Vista will allocate such investment opportunities, and fees and expenses in connection with such investment opportunities, in the same way it otherwise allocates opportunities and fees and expenses.
Allocation of Co-Investment Opportunities and Secondary Transactions
Principals and employees of Vista and its affiliates, directly or indirectly, own an interest in Funds or certain co-investment vehicles. Such vehicles generally invest in one or more of the same portfolio companies as the Funds. Co-investment opportunities may also be presented to certain employees of Vista or its affiliates, certain business associates, other “friends of the firm,” or other persons and such co-investments may be affected through co-investment vehicles or directly in a particular portfolio company. Additionally, the Funds have and may invest together in the future with other Funds advised by Vista or an affiliate in the manner set forth in the relevant Funds’ Governing Documents. In the case of co-investments, Vista may grant certain third-party investors the opportunity to evaluate specified amounts of prospective co-investments in certain portfolio companies or otherwise have priority in co-investment opportunities. Additionally, as described in Item 4, Vista has also established the Co-Investment Commitment Program and the Co-Invest Separately Managed Account Program to facilitate co-investment by investors. Vista must first determine which Funds will or may be required to (including Vista’s Co- Investment Commitment Program), participate in an investment opportunity. Vista generally assesses whether an investment opportunity is appropriate for a particular Fund based on the Fund’s investment objectives, strategies, life-cycle, and structure. Vista will determine if the amount of an investment opportunity in which a Fund will invest exceeds the amount that would be appropriate for such Fund and any such excess may be offered to one or more potential co- investment participants, as determined by the Funds’ Governing Documents and Vista’s procedures regarding allocation. Decisions regarding whether and to whom to offer co-investment opportunities are made subject to restrictions (if any) contained in the Fund’s Governing Documents or any side-letter or other terms negotiated with respect to such Fund, by Vista or its related persons in consultation with other participants in the applicable transactions, such as a co-sponsor. In general, no Investor has a right to participate in any co-investment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities; decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment opportunity is made, are made in the sole discretion of Vista or its affiliates or other participants in the applicable transactions, such as co-sponsors. Co- investment opportunities may, and typically will, be offered to some and not to other investors. Certain third parties may be offered co-investment opportunities and Investors may be offered smaller amounts than originally requested; certain persons other than Investors in the Funds (e.g., consultants, persons associated with a portfolio company and other third parties) will, from time to time, be offered co-investment opportunities in the sole discretion of Vista and its affiliates; and co-investors may purchase their interests in a portfolio company at the same time as the Funds or may purchase their interest from the applicable Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell down or transfer). In the latter case, the applicable General Partner generally will value such interests for the co-investors at the cost in which the Fund made its investment, unless the General Partner has reason to believe (in its sole discretion) that such value should be adjusted to account for fair market value. Vista will generally seek to ensure that the Funds and any co- investors participate in any co-investment and any related transactions on comparable economic terms to the extent Vista determines appropriate and subject to legal, tax and regulatory considerations. Investors should note, however, that such participation may not be appropriate in all circumstances and that the Funds may participate in such investments on different and potentially less favorable economic terms than other parties if Vista deems such participation as being otherwise in the Funds’ interests. Additionally, non-binding acknowledgements of interest in co-investment opportunities are not investment allocation requirements, and do not require Vista to notify the recipients of such acknowledgements if there is a co-investment opportunity. In exercising its discretion to allocate co-investment opportunities with respect to a particular investment, Vista may consider some or all or a wide range of factors which include, but are not limited to, one or more of the following: the evaluation of the size and financial resources of the investor or person to expeditiously participate in the investment opportunity without harming or otherwise prejudicing such Fund(s) (including whether the investor or a party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required); in particular in a case when the investment opportunity is time- sensitive in nature, confidentiality concerns that may arise in connection with providing the Limited Partner or third-party with specific information relating to the investment opportunity; Vista’s perception of whether the investment opportunity may subject the other investors to legal, regulatory, reporting, or other burdens that make it less likely that the other investor or person would act upon the investment opportunity if offered; Vista’s perceptions of its past experiences and relationships with the investor or person, such as the willingness or ability of the investor or person to respond promptly and/or affirmatively to potential investment opportunities previously offered by Vista and the expected amounts of negotiations required in connection with an investor or person’s commitment (including if a Vista vehicle has already been formed to facilitate co-investment); the character and nature of the co-investment opportunity (including the potential co-investment amount, structure, geographic location, tax characteristics and relevant industry); level of demand for participation in such co-investment opportunity; the ability of a potential co-investment party to aid in operating or monitoring a portfolio company or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s chemistry with the management team of the potential portfolio company and whether the potential co-investment party has any existing positions in the portfolio company; any interests a potential co-investment party has in any competitors of the portfolio company; Vista’s evaluation of whether the profile or characteristics of the potential co-investment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, if the investor or person is involved in the same industry as a target company in which a Fund wishes to invest, or if the identity of the investor or person, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of a Fund being able to capitalize on a potential investment opportunity); rights of priority with respect to co-investment allocations by virtue of the co-investors participation in either the Co-Investment Commitment Program or the Co-Invest Separately Managed Account Program; and whether Vista believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen, and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to the Funds and/or Vista and whether the potential co-investment party has demonstrated a long-term and/or continuing commitment to the potential success of the current or future Funds and/or Vista. Notwithstanding the foregoing, Vista is generally required to first present to the Co-Investment Commitment Program all co- investment opportunities arising with respect to an Equity Fund (that are not allocated to another Equity Fund or the Perennial Fund); provided that (i) such investment opportunities, in Vista’s good faith judgment, meet the Co-Investment Commitment Program’s investment criteria and (ii) a co-invest vehicle established pursuant to the Co-Investment Commitment Program is able to make such investments and such investments are not materially limited as a result of investment restriction or applicable law or regulation. Any co-investment opportunities remaining after such presentation to the Co-Investment Commitment Program may then be presented to the participants of the Co-Invest Separately Managed Account Program and/or other third-party co-investors based on the factors listed above. The factors above are not listed in order of importance or priority and Vista is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Vista’s allocation of investment opportunities among the persons and in the manner discussed above may not, and often will not, result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to other such persons. For example, Vista may be incentivized to offer a co- investment opportunity to certain persons over others based on its economic arrangements with such persons. While Vista allocates investment opportunities in a manner that it believes in good faith is fair and equitable to its clients under the circumstances and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which Vista may be subject, discussed herein, did not exist. In the event Vista determines to offer an investment opportunity to co-investors, there can be no assurance that Vista will be successful in offering a co-investment opportunity to a potential co- investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the Fund, or that expenses incurred by the Fund with respect to the syndication of the co-investment will not be substantial. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from Vista as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. In the event that Vista is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, the Fund may consequently hold a greater concentration and have exposure in the related investment opportunity than was initially intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. While there is generally no market for interests in the Funds, the applicable General Partner or its affiliates may purchase interests from Investors in accordance with the applicable partnership agreement and also may directly or indirectly acquire an interest in the Funds’ interests through a secondary transaction. In each case, by virtue of their relationship to the relevant General Partner, Vista or its affiliates purchasing the Fund interests would be in possession of material information regarding investments of the Fund that are not disclosed to Investors because such disclosure may be prohibited and would generally have more detailed information regarding the value of the investments of the Fund. Accordingly, Vista or its affiliates will have more information regarding the market value of the Fund interests than the Investors selling its interest and any other potential buyer, thereby disadvantaging either the seller or other potential buyer in the course of the sale. Vista or its affiliates may establish dedicated co-investment vehicles for specific Investors to facilitate investments by the relevant Investors as co-investment parties alongside a Fund. Any such vehicle will be established at Vista or its affiliates’ sole discretion and Vista and its affiliates have no obligation to offer a similar opportunity to any other investor. In addition, to the extent Vista has discretion over a secondary transfer of interests in a Fund pursuant to such Fund’s Governing Documents, or is asked to identify potential purchasers in a secondary transfer, Vista will do so in its sole discretion, generally taking into account the following factors: Vista’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations; Vista’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen, and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds and/or Vista; whether the potential purchaser would subject Vista, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media, or other burdens; a potential purchaser’s investment into another Fund (including any commitment to a future fund); requirements in such Fund’s Governing Documents; and such other facts as Vista deems appropriate under the circumstances in exercising such discretion.
Conflicts Related to Purchases and Sales
Conflicts may also arise when a Fund makes investments in conjunction with an investment being made by another Fund, or if it were to invest in the securities of a company in which another Fund has already made an investment. For example, Vista invests in the equity securities of a portfolio company on behalf of the Equity Funds or the Perennial Fund and, at times, in the debt of the same company for the Credit Funds. In addition, Vista may invest in the equity securities of the portfolio company on behalf of the Equity Funds and at a later date, on behalf of the Perennial Fund. A Fund may not, for example, invest through the same investment vehicles, have the same access to credit, or employ the same hedging or investment strategies as other Funds. This may result in differences in price, terms, leverage, and associated costs. Further, there can be no assurance that the relevant Fund and the other Fund or vehicle with which it co-invests will exit such investment at the same time or on the same terms. Vista and its affiliates may express inconsistent views of commonly held investments or of market conditions more generally. For example, Vista may choose to sell all or part of an investment in an entity while another Vista Fund holds or increases its investment in such entity (or vice versa). These variations in timing may not equally benefit one Fund relative to another Fund. In addition, investment opportunities may be appropriate for one or more Funds at the same, different, or overlapping levels of a company’s capital structure. Where multiple Funds invest at the same, different, or overlapping levels of a portfolio company’s capital structure there is a potential for conflicts of interest. Further conflicts may arise once a Fund has made an investment in a company in which another Fund has also invested. In determining the terms of each such investment, questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified, or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, may raise conflicts of interest, particularly with respect to Funds that have invested in different securities within the same portfolio company. In the event that one Fund has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Funds that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, Funds may or may not provide such additional capital, and if provided, each Fund generally will supply such additional capital in such amounts, if any, as determined by Vista in its sole discretion. Because of the different legal rights associated with debt and equity of the same portfolio company, Vista may face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations, and the resolution of workouts or bankruptcies). If a Fund enters into any indebtedness with another Fund on a joint and several basis, the applicable General Partner is expected to enter into one or more agreements that provide each Fund with a right of contribution, subrogation, or reimbursement. In administering, or seeking to reinforce, these agreements, Vista may be subject to conflicts of interest, for example between a Fund with a reimbursement obligation and a Fund seeking reimbursement. Vista intends to mitigate any potential conflicts by structuring such agreement in a manner intended to cause each Fund to bear its proportionate share of the applicable indebtedness, without undue favoritism over time. Investments by more than one client of Vista in a portfolio company may also raise the risk of using assets in one Vista Fund to support positions taken by other Vista Funds, or that a client may remain passive in a situation in which it is entitled to vote. Vista may also express inconsistent views or commonly held investments or of market conditions more generally. When and to the extent that employees and related persons of Vista and its affiliates make capital investments in or alongside certain Funds, Vista and its affiliates are subject to conflicting interests in connection with these investments. A Fund will, from time to time, invest in opportunities that other Funds have declined, and likewise, a Fund will, from time to time, decline to invest in opportunities in which other Funds have invested. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. As investment adviser to both Funds, Vista owes a fiduciary duty to both. Because of the different legal rights associated with debt and equity of the same portfolio company, Vista may face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations, participation in market re-pricing transactions, and the resolution of workouts or bankruptcies or other consents of debt-holders). However, given the nature of such conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Funds and the action taken for one Fund may be adverse to another Fund. Investments by more than one Fund of Vista in a portfolio company may also raise the risk of using assets of a Fund of Vista to support positions taken by other Funds of Vista. There can be no assurance that any such conflict can be resolved in a manner that is beneficial to either Fund. In that regard, actions may be taken for one or more Vista Funds that adversely affect other Funds managed by Vista. Vista will resolve all such conflicts using its best judgment, but in its sole discretion, subject in certain cases to approval by the Advisory or Investor Committees of the participating Funds. The application of a Fund’s Governing Documents and Vista’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Employees and related persons of Vista have, and are expected to continue to have, capital investments in or alongside certain Funds, or in prospective portfolio companies, directly or indirectly, and therefore, may have additional conflicting interests in connection with these investments. While the significant interests of the officers and employees of Vista generally aligns the interest of such persons with the Funds, such persons may have differing interests from the Fund with respect to such investments (for example, with respect to the availability and timing of liquidity). Vista generally will determine all matters relating to structuring transactions, including the amount and terms of securities and allocation of securities among Funds, using its best judgment considering all factors it deems relevant, but in its sole discretion. The allocation of securities as among Funds and as between Funds may be affected by a Fund’s stage in its lifecycle. For example, a newly organized Fund may seek to purchase a disproportionate amount of investments until it is substantially invested. From time to time, Vista will, in its discretion, enter into transactions with Investors in one or more Funds to dispose of all or a portion of certain investments held by one or more Funds. In exercising its discretion to select the purchaser(s) of such investments, Vista will consider some or all of the factors listed above under “Allocation of Co-Investment Opportunities and Secondary Transactions.” The sales price for such transactions will be mutually agreed to by Vista and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by Vista. Although Vista is not obligated to solicit competitive bids for such sales transactions or to seek the highest available price, it will first determine that such transaction is in the best interests of the applicable Fund(s), taking into account the sales price and the other terms and conditions of the transaction. There can be no assurance, in light of the performance of the investment following such a transaction, that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Fund(s). Any such transactions will comply with the Governing Documents of the applicable Fund(s). A Fund may sell down an interest in its portfolio companies to co-investors. Subject to the Governing Documents, Vista may charge (or may decide not to charge) a co-investor (such as an Investor or third-party) interest costs for the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to the applicable co-investor. The Funds, from time to time, co-invest with third-parties through partnerships, joint ventures or other similar entities or arrangements. These investments may involve risks that would not otherwise be present in investments where a third-party is not involved. Such risks include, among other things, the possibility that the third-party may have differing economic or business goals than those of the Fund, or that the third-party may be in a position to take actions that are inconsistent with the investment objectives of the Funds. There may also be instances where the Funds will be liable for the actions of such third-party co-investors. There can be no assurance that the return of a Fund participating in a transaction with a third-party would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. The Funds will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances the Funds will also enter into limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity. While certain co- investment vehicles with investments contractually tied to the Fund (including co-investment vehicles through which employees of Vista and its affiliates participate) are generally obligated to pay their proportionate share of the equity purchase price and/or the reverse termination fee (whether pursuant to the applicable Funds’ Governing Documents or otherwise), such co- investment vehicles are generally not direct parties to the equity commitment arrangements or limited guarantees. Therefore, in the unlikely event that a co-investment vehicle defaults on such arrangement, the Fund would be held responsible for the entire equity purchase price or reverse termination fee, as applicable.
Follow-on Investments
Investments to finance follow-on acquisitions are a regular part of the business of the Funds. Follow-on investments may present conflicts of interest, including determination of the equity component and other terms of the new financing. In addition, a Fund may participate in releveraging and recapitalization transactions involving portfolio companies in which other Funds have invested or will invest. Recapitalization transactions may present conflicts of interest, including determinations of whether existing Investors are being cashed out at a price that is higher or lower than market value and whether new Investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Vista will resolve conflicts using its best judgment but in its sole discretion, subject in certain cases to approval by the respective Advisory Committees or Investor Committees of the participating Funds. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Funds (individually or with another Fund) may or may not provide such additional capital, and if provided, each Fund generally will supply such additional capital in such amounts, if any, as determined by Vista in its sole discretion. Conflicts would also arise in situations where Vista could potentially cause portfolio companies owned by different Funds to merge in whole or part with each other or to be purchased or sold in whole or in part to each other. As a fiduciary to each Fund in such a transaction, Vista will act in the best interests of each Fund (as determined in its sole discretion), but there is no assurance that such transaction will be equally profitable or advantageous to each participating Fund.
Conflicts Related to Funds Investing in Other Vista Funds
One Equity Fund has invested a portion of its assets, directly or through one or more direct or indirect subsidiaries, into the Hedge Fund, as disclosed in such Equity Fund’s Governing Documents. As discussed in Item 5 above, such overlapping investments will not be subject to the Hedge Fund Management Fee or incentive allocation.
Receipt of Material, Non-public Information
From time to time, Vista or its affiliates may come into possession of material, non-public information. To the extent Vista maintains an open environment with some of its business units, the receipt of such information will restrict all Funds, not just the investment team of the Fund in receipt of the information. The Funds will not be free to act upon any such information. In such cases, the Funds could be restricted indefinitely in transactions involving a particular issuer. Due to these restrictions, the Funds may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell a portfolio investment that it otherwise might have sold. Consequently, the possession of material, non-public information by Vista and its affiliates in the open environment may limit the ability of all of the Funds to buy and sell investments in the relevant company. Vista has established an information barrier between various business groups of Vista that restrict communications of groups within Vista. Consequently, while one investment team may have knowledge of information that could be pertinent to an investment and/or disposition decision of a Vista entity, the investment professionals of other Vista entities may not have access to such information. In addition, Vista receives and generates various kinds of portfolio company data and other information, including related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics. This information may, in certain instances, include material non-public information received or generated in connection with efforts on behalf of one Fund’s investment (or prospective investment) in a portfolio company. As described above, the receipt of such information may restrict a Fund from transactions in the relevant company. Vista has in the past and is likely in the future to enter into information sharing and confidentiality arrangements with portfolio companies and other sources of information that may limit the internal distribution and use of such data. Vista has already and is likely in the future in certain instances to use this information in a manner that may provide a material benefit to Vista, its affiliates, or to certain other Funds without compensating or otherwise benefitting the Fund or Funds from which such information was obtained. In addition, Vista may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. Vista has in the past and is likely in the future to utilize such information to benefit Vista, its affiliates or certain Funds in a manner that may otherwise present a conflict of interest but does not intend to specifically disclose such conflicts to the relevant Funds.
Allocation of Fees and Expenses
In exercising its discretion to allocate investment opportunities and fees and expenses, Vista is faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense, and compensation structures, Vista has an incentive to allocate investment opportunities to the Funds from which Vista or its related persons derives, directly or indirectly, a higher fee, compensation or other benefit. Subject to any relevant restrictions or other limitations contained in the Governing Documents for the Funds, Vista will allocate fees and expenses in a manner that it believes in good faith is fair and equitable to its clients under the circumstances and considering such factors as it deems relevant, but in its sole discretion. When the Funds incur expenses, they will typically allocate such expenses among all relevant Funds or co-investment vehicles eligible to reimburse expenses of that kind. In all such cases, subject to applicable legal, contractual, or similar restrictions, expense allocation decisions will generally be made by Vista or its affiliates using its best judgment, considering such factors as it deems relevant, but in its sole discretion. The allocations of such expenses may not be proportional. The Funds have different expense reimbursement terms, including with respect to Management Fee offsets, which may result in the Funds bearing different levels of expenses with respect to the same investment. Certain expenses are paid for by portfolio companies or, if paid by Vista, are reimbursed by a Fund and/or portfolio company and, in some cases, Vista may not necessarily seek out the lowest cost options when incurring (or causing a Funds or its portfolio companies to incur) such expenses. With respect to allocating other expenses, to the extent not addressed in the Governing Documents of a Fund, Vista will make any such allocation determination in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation in accordance with its allocation policies and procedures. Vista will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable.
Research Costs for Investments
There have been and may in the future be circumstances where Vista considers a portfolio company on behalf of a Fund and initially determines not to make such an investment, but eventually makes an investment in such portfolio company in another Fund or other investment vehicle sponsored by Vista. In these circumstances, the Funds, Vista, or such vehicles may benefit from research by the original investment team researching the investment and/or from costs borne by the applicable Fund in pursuing the potential portfolio investment but will not be required to reimburse the Funds for expenses incurred in connection with such investment.
Conflicts Relating to the General Partner and Vista
Vista and its principals and employees carry on investment activities for their own accounts and for family members and friends who do not invest in the Fund (including holding passive ownership positions in other advisory entities not otherwise affiliated with Vista), and may give advice and recommend securities to other accounts or investment Funds which may differ from advice given to, or securities recommended or bought for, the relevant Fund, even though their investment objectives may be the same or similar. Vista currently provides, and expects in the future to provide, advice to other Funds, including vehicles that follow investment programs substantially similar to that of its current Funds. Vista expects that it or Adviser Personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different from, those of the current Funds. Allocation of available investment opportunities between the Funds and any such investment fund could give rise to conflicts of interest. See “Allocation of Investment Opportunities” above. Vista may give advice or take actions with respect to, the investments of one or more Fund that may not be given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, Funds with similar strategies may not hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Fund. These differences may result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that employees of Vista responsible for managing a particular Fund will have responsibilities with respect to other Funds managed by Vista, including funds raised in the future or to proprietary investments made by Vista and/or its principals of the type made by a Fund. Conflicts of interest arise in allocating time, services, or functions of these officers and employees. Vista, it affiliates, its principals, and employees will devote so much of their time to the activities of the Fund as they deem necessary and appropriate. Except as set forth in the Funds’ Governing Documents, the General Partner, Vista, and its affiliates are not restricted from forming additional Funds, from entering into other investment advisory relationships, or from engaging in other business activities, even though such activities may be in competition with the Funds and/or may involve substantial time and resources of Vista, the General Partner, and affiliates. T please register to get more info

Broker Usage and Selection
Transactions on behalf of the Equity Funds, Perennial Fund and Credit Funds do not typically require a broker-dealer and commissions are not ordinarily paid. However, the Hedge Fund will regularly, and at certain times the Equity Funds and Perennial Fund will, invest in public companies and require a broker-dealer to trade in such securities. Subject to the investment objectives, policies, and restrictions of the Funds as set forth in the Funds Governing Documents, Vista has the authority to select a broker-dealer and to negotiate commissions and other compensation to be paid in connection with these transactions. In determining the broker-dealers through which to initiate securities transactions for Funds, it is Vista’s policy to obtain quality execution at the most favorable prices. In selecting a broker- dealer, Vista may consider various relevant factors, although no one factor is determinative in the decision-making process, they include, but are not limited to, best price; current market conditions; time constraints; liquidity; volatility in the markets; volatility in the particular type of security or asset; size and type of transaction; the nature and character of the market for the security or asset in the transaction; confidentiality; execution efficiency; settlement capabilities; financial condition of the broker-dealer; full range and quality of the broker-dealer’s services; the responsiveness, reputation, reliability, and experience of the broker-dealer; the reasonableness of any commissions or spreads, difficulty of execution, ability and willingness to commit capital to the transaction; past effectiveness in executing illiquid or difficult types of securities or assets or difficult types of orders; and the value of brokerage and research services provided. Accordingly, the transactions will not always be executed at the lowest available price or commission. In order to monitor best execution, Vista’s Director of Operations in consultation with the CCO, will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of Vista and each Fund.
Soft Dollar Usage
In addition to the factors considered above, Vista may take into consideration the receipt of brokerage and research products and services in connection with brokerage transactions. When appropriate under its discretionary authority and consistent with the duty to seek best execution, Vista may direct brokerage transactions for client accounts to broker-dealers who provide Vista with such products and services. The brokerage commissions used to acquire such products and services in these arrangements are known as “soft dollars.” Broker-dealers typically provide a bundle of services, including both research and brokerage (e.g., research ideas, investment strategies, block positioning capabilities, clearance, settlement, and custodial services). The research provided can be either proprietary or third- party. Broker-dealers do not generally charge separate fees for proprietary research and brokerage services. Vista may direct brokerage transactions to acquire either type of research and execution services. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a “safe harbor,” which allows an investment adviser to pay for research and brokerage products and services with commission dollars generated by transactions. In determining whether a service or product qualifies as research or brokerage, Vista evaluates, among other things, whether the service or product provides lawful and appropriate assistance to Vista in carrying out its investment decision-making responsibilities. Vista limits its use of soft dollars to pay for research and execution services that fall within the safe harbor. Vista uses soft dollars to pay for a portion of “mixed use” items (products or services that include both safe harbor eligible research/brokerage elements and non-safe harbor eligible research/brokerage elements). In such cases, Vista has a conflict of interest in allocating the costs of such services between those that primarily benefit Vista and those that primarily benefit its Funds. In these cases, Vista makes a good faith allocation of the portion of those services used for non-research purposes and pays directly for such portion of those services. Accordingly, the approval for any mixed-use product will also include an approved allocation methodology, as detailed within Vista’s soft dollar policy. Vista benefits from the research and services that it receives because it does not need to pay for or generate the research internally, and this benefit could incentivize Vista to select a counterparty based on its interest in receiving research rather than Investors’ interests in receiving the most favorable execution available.
Order Aggregation
When transacting in the same publicly-traded security for two or more Funds, Vista may aggregate the orders into a single order (“bunched order”) if Vista, in exercising reasonable judgment at the time of the aggregation, believes the bunched trade is reasonably likely to result in an overall economic benefit to each Fund. Such determination is based on an evaluation that the Fund will benefit from relatively better purchase or sale prices, lower commission expenses, or better timing of the transactions, or a combination of these and other factors. In instances, where the execution prices are different due to the volume and execution time of the securities transacted, each of the Funds will generally receive the average transaction price. In the event a bunched order is only partially executed, the executed portion of combined transaction orders for two or more Funds will be allocated, when possible, on a pro-rata basis (to the nearest round lot), with each Fund receiving a percentage of the executed portion of the order based upon each Fund’s percentage of the original order. This policy will apply to all Funds participating in the execution under the same trading circumstances (price limits, time of entry, etc.). The allocation will be made at the average execution price or at prices mathematically closest to the average price. Every effort will be made to use a single average price in such allocations; the documentation will be maintained by the executing broker. The executing broker will provide an average price for the day for the execution(s) unless the orders are placed separately with a wide discrepancy in price paid/received. please register to get more info

Equity, Perennial, and Credit Funds
The investment portfolios of the Equity, Perennial, and Credit Funds are generally private, relatively illiquid and long-term in nature. Vista’s review of these Funds is not directed towards a short-term decision to dispose of securities. However, Vista closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies.
Hedge Fund
The Hedge Fund investment team reviews the Hedge Fund portfolio daily. Additionally, the Hedge Fund is reviewed regularly to assure conformity with the objectives and guidelines of the Hedge Fund’s Governing Documents. Additional or focused reviews can be triggered by factors such as political and economic developments, corporate announcements, and changes in market conditions.
Reporting
Vista provides investment advisory and administration services to the Funds and employs outside administrators to provide administrative and accounting services to the Funds and Investors. Each Investor typically receives a quarterly statement from Vista and annual audited financial statements for such Fund. Outside tax, accounting, and legal professionals are engaged on an as-needed basis to assist with year-end financial and tax reporting and other complex administrative issues. Vista and the applicable General Partner, if any, will from time to time, in their sole discretion, provide additional information relating to such Fund to one or more Investors in such Fund as they deem appropriate. please register to get more info

COMPENSATION For details regarding economic benefits provided to Vista by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, Vista and its related persons, in certain instances, receive discounts on products and services provided by portfolio companies of Funds and/or the customers or suppliers of such portfolio companies. While not client solicitation arrangements, Vista has in the past entered into agreements to compensate third parties for Investor referrals and expects to enter into similar agreements or arrangements in the future. These arrangements are intended to be in compliance with the applicable rules and regulations of the Advisers Act. Details of how the costs of any such placement agent or referral arrangement are to be borne, either by Vista or the Investor will, if applicable, be set forth in a written agreement with such placement agent and, as required, disclosed to Investors, either through inclusion in the Governing Documents of the Fund or by separate notice or agreement. Investors should be aware that the receipt of compensation by a placement agent or third-party solicitor may create a conflict of interest and may affect the judgment of the placement agent or solicitor when making a recommendation for an investment with Vista. In addition, any third-party compensation arrangement will comply with federal and state laws regulating third-party compensation. Mr. Smith, and certain of his family members, are associated with, and Mr. Smith currently serves as Chairman of PrivilEdge. From time to time, Vista may engage PrivilEdge to place the securities of its Funds with non-U.S. investors. As indicated in Item 5 above, fees and expenses payable to PrivilEdge in connection with such placement will be borne by Vista indirectly through an offset against the Management Fee. Any such fees and expenses will generally be attributed only to the specific Investors brought in by PrivilEdge and will have no impact on any other Investors. For additional information regarding other compensation, please see Item 5 above. please register to get more info

Vista maintains custody of assets held in the name of the Funds with the qualified custodians identified in Form ADV Part 1. please register to get more info

Investment advice is provided directly to the Funds, subject to the direction and control of the General Partner of each Fund, and not individually to the Investors in the Funds. Vista, subject to the investment policies, objectives, and limitations set out in the Governing Documents of the Funds, has full discretionary authority over the investments made on behalf of the Funds. This discretionary authority includes the ability to select the type, amount, and price of the investments bought and sold on behalf of the Funds, including the selection of, and commissions paid to, broker-dealers, and to investment bankers and other professionals. As a general policy, Vista does not allow clients to place limitations on this authority. Vista may, however, subject to the terms of a Fund’s Governing Documents, enter into side letter arrangements with certain Investors in such Fund whereby the terms applicable to such Investors’ investment in such Fund may be altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory, or other similar reasons. As described in more detail in Item 11, Vista may also provide non-discretionary advice to certain co- investment vehicles. More detailed information may be found in the Governing Documents for each Fund. please register to get more info

As required by Rule 206(4)-6 under the Advisers Act, Vista has adopted and implemented written policies and procedures for voting proxies with respect to securities owned by the Funds for which the Adviser exercises voting authority and discretion. Generally, Vista will fulfill its obligations by voting in a manner that is in the best interest of the Fund, considering its intention to promote the Funds’ investment objective, to maximize investment returns, following the investment restrictions and policies of the Fund. It is Vista’s general policy to vote or give consent on all matters presented to security holders in any vote. However, Vista may abstain from voting, but only if, in the judgment of Vista, the costs associated with voting outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Vista believes that its interests are generally aligned with the Funds’ and Investors’ interests through ownership by Vista, or its affiliates, in a Fund. Vista has set forth predetermined guidelines on certain reoccurring and significant proxy topics. Generally, Vista will vote in accordance with these predetermined policies. Funds generally cannot direct Vista’s vote. In most cases, the investment professional covering the particular investment will make the decision as to the appropriate vote for any particular vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. If the investment professional is making the voting decision, the investment professional will inform the CCO of any such voting decision, and if the CCO does not object to such decision as a result of his or her conflict of interest review, the vote will be voted in such manner. If the investment professional and the CCO are unable to arrive at an agreement as to how to vote, then the CCO may consult with Vista’s Chief Legal Officer as to the appropriate vote, who will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. Vista’s CCO has the responsibility to monitor votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by Vista’s CCO in accordance with Vista’s proxy voting policies and procedures, which will include consideration of whether Vista or any investment professional or other person recommending how to vote and/or Vista’s affiliates and their clients has an interest in how the vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. Vista’s CCO will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds. In the event the Adviser determines there is or may be a material conflict of interest between Vista and one of Vista’s Funds in voting proxies, Vista will address such material conflict of interest using one of the following procedures: (i) referring the matter to a Fund’s Advisory Committee or Investor Committee for guidance; (ii) vote the proxies using established voting policies; or (iii) refer the proxy vote to the Compliance Committee to address material conflicts of interest in voting a proxy. Where Vista’s CCO deems appropriate in his or her sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, Vista’s CCO shall have the power to retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants, or professionals. Vista maintains records for each matter relating to a portfolio security with respect to which a client was entitled to vote. A copy of Vista’s proxy voting policies, its voting record, and reports prepared by the Compliance Committee will be provided upon request by contacting Vista’s CCO, Gwen Reinke, by phone at (415) 765-6500 or by email at greinke@vistaequitypartners.com. please register to get more info

Vista has no events requiring disclosure under this Item of the brochure. Vista does not require or solicit prepayment of Management Fees six months or more in advance. please register to get more info