Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | 4. Related Party Transactio ns Partnership Agreement Pursuant to a limited partnership agreement with the General Partner, dated September 30, 2024, as amended and restated on April 1, 2025 (the “A&R LPA”), overall responsibility for the Fund’s oversight rests with the General Partner, subject to certain oversight rights by the Fund’s Board of Directors. The General Partner has delegated the Fund’s portfolio management function to the Manager. Performance Participation Allocation The General Partner or an affiliate thereof, is allocated and paid as a distribution an incentive allocation (the “Performance Participation Allocation”) equal to 15% of the total return, subject to a 5% annual hurdle amount and a high-water mark with a 100% catch-up. The Performance Participation Allocation is calculated based on the Fund’s Transactional Net Asset Value (as defined below) attributable to an investor’s Units. Such allocation is measured on a calendar year basis, paid annually and accrued monthly (subject to pro-rating for partial periods), payable either in cash, Units of the Fund and/or shares, units or interests of any vehicles used to aggregate the holdings of the Fund (the “Lower Funds”). Class E and Class V Units (“Vista Units”) do not pay a Performance Participation Allocation. For the six months ended June 30, 2025, the Fund accrued Performance Participation Allocation of $7,212,783, as included in the Consolidated Statements of Assets and Liabilities. No such accrual was recorded as of December 31, 2024. Investment Management Agreement Pursuant to an investment management agreement (the “Investment Management Agreement”) with the Manager, dated April 1, 2025, the Manager is entitled to receive a management fee (the “Management Fee”). Management Fee The Management Fee is payable monthly in arrears in an amount equal to 1.25% per annum of the month-end Transactional Net Asset Value (as defined below) attributable to the number of Units held by an investor, before giving effect to any accruals for the Management Fee, the servicing fee, the Performance Participation Allocation, Unit repurchases for that month, any distributions and without taking into account any taxes of any intermediate entity or subsidiary through which the Fund indirectly invests in a Portfolio Company. With respect to Class A-B, Class A-D, Class A-I, and Class A-S Units (collectively the “Anchor Units”), the Management Fee is waived for the first six months beginning on April 1, 2025, the date of the Fund’s commencement of investments operations, and will equal 0.75% per annum of the month-end Transactional Net Asset Value (as defined below) attributable to the Anchor Units for a period of 30-months thereafter. For the three and six months ended June 30, 2025, the amount of Management Fee waived was $809,639. Vista Units do not pay a Management Fee. The Manager may elect to receive the Management Fee in cash, Units of the Fund and/or shares, units or interests of any Lower Funds. Expense Support Ag reement The Manager has agreed to advance all or a portion of organizational and offering expenses and all or a portion of the operating expenses borne by the Fund (collectively, “Expense Support”) pursuant to an expense support agreement executed as of December 30, 2024 between the Fund and the Manager (the “Expense Support Agreement”) through one year beginning on April 1, 2025, the date of the initial acceptance by the Fund of a subscription for Units by unaffiliated investors. The Fund will reimburse the Manager for all such advanced expenses rateably over the 60-month reimbursement period beginning on April 1, 2026. As of June 30, 2025, the Manager and its affiliates have incurred organizational, offering and operating fund expenses on the Fund’s behalf in the amount of $13.3 million, of which $7.8 million relates to organizational expenses as recognized as Organizational Expenses on the Consolidated Statement of Operations and $1.1 million relates to offering costs that are capitalized as a deferred expense and amortized over 12 months, which is reported as Deferred Offering Costs in the Consolidated Statements of Assets and Liabilities and Deferred Offering Costs Amortization on the Consolidated Statements of Operations. Feeder Vista has formed VistaOne (TE), L.P. (the “Feeder”). The Feeder is established for certain investors with particular tax characteristics, such as certain U.S. tax-exempt investors and certain non-U.S. investors. The Feeder invests all of its investable assets in a non-U.S. entity treated as a corporation for U.S. federal income tax purposes which, in turn, invests in Class A-I Units (and once applicable, Class I Units) of the Fund. Investors in the Feeder will indirectly bear a portion of the Management Fee and Performance Participation Allocation paid by the Fund without duplication of expenses at the Feeder and incur certain expenses, such as professional and servicing fees, that are attributable directly to the Feeder or its unit classes. Due from Affiliates Due from affiliates is comprised of cash advances made by the Fund on behalf of the Feeder for the payment of Feeder expenses. These amounts are intended to be cash reimbursed by the Feeder and are non-interest bearing. Investments During the three months ended June 30, 2025, the Fund acquired investments in 12 Portfolio Companies from Vista and its affiliates at cost or cost plus a financing charge, totaling million, of which $8.1 million relates to financing charges that are capitalized into the cost of the investment as required by ASC 946. Other Transacti ons On April 1, 2025, the General Partner redeemed the initial seed capital of 4,000 Class V U nits at a price of $25.00 per unit for a total redemption value of $100,000. The General Partner no longer holds any U nits in the Fund. General and Administrative Expenses and Organizational Expenses on the Consolidated Statements of Operations includes costs of $379 thousand and $221 thousand, respectively that are charged or specifically attributed to or allocated by the General Partner, the Manager or their respective affiliates to provide in-house services to the Fund and /or its investments in Portfolio Companies pursuant to the A&R LPA. |