v3.26.3
Related Party Transactions
9 Months Ended
Sep. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

4. Related Party Transactions

Partnership Agreement

Pursuant to the second amended and restated limited partnership agreement with the General Partner, dated August 11, 2025 (the “Fund 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 NAV attributable to an investor’s Units. Such allocation is measured on a calendar year basis, paid annually and accrued monthly (subject to prorating 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”). The Recipient is not obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Fund. Class E and Class V Units (the “Vista Units”) do not pay a Performance Participation Allocation.

For the three and nine months ended September 30, 2026, the Fund recognized $12,101 and $13,123 of Performance Participation Allocation in the Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, the Fund recognized $10,194 and $17,407 of Performance Participation Allocation in the Consolidated Statements of Operations. As of September 30, 2026 and December 31, 2025, the Fund accrued $13,123 and $27,703, respectively, of Performance Participation Allocation in the Consolidated Statements of Assets and Liabilities.

On January 1, 2026, the accrued Performance Participation Allocation liability of $27,703 as of December 31, 2025 was satisfied by the Fund through the issuance of interests in two Lower Funds to the General Partner. Lower Funds are vehicles consolidated within the Fund’s consolidated financial statements, through which the Fund holds Portfolio Company Investments and cash and cash equivalents. In accordance with the Fund LPA, the General Partner elected to receive interests in Lower Funds, which provides the General Partner with a pro-rata ownership stake in the underlying Portfolio Company Investments and cash and cash equivalents held by the Lower Funds.

 

The interests owned by the General Partner are reported as General Partner redeemable non-controlling interests in consolidated entities on the Consolidated Statements of Assets and Liabilities. The interests owned by the General Partner are not subject to the repurchase program or the early repurchase deduction and may be redeemed at the General Partner’s request in cash or converted into Vista Units. The Fund accounts for redeemable equity in accordance with ASC Topic 480-10-S99, Distinguishing Liabilities from Equity (“ASC 480”), which states redemption provisions not solely within the control of the Fund require non-controlling interests subject to redemption to be classified outside of permanent equity. The redeemable non-controlling interests in consolidated entities are initially recorded at their original issuance price and are subsequently allocated their proportionate share of the underlying profits or losses. The Fund adjusts the redeemable equity to its full redemption value, which equals the fair value of the interests, on a monthly basis. The General Partner held no Units in the Fund as of September 30, 2026 and held no Units or interest in the Fund as of December 31, 2025.

Investment Management Agreement

Pursuant to the amended and restated investment management agreement (the “IMA”) with the Manager, dated August 11, 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 (i) 1.25% per annum of the month-end Transactional NAV attributable to the Investor Units, other than the Class R Units and (ii) 1.00% per annum of the month-end Transactional NAV attributable to the Class R Units, each 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 was waived for the first six months beginning on April 1, 2025, the date of the Fund’s commencement of investment operations, and equals 0.75% per annum of the month-end Transactional NAV attributable to the Anchor Units for a period of 30 months thereafter.

For the three and nine months ended September 30, 2026, the Manager earned $3,630 and $9,460 in gross Management Fees, respectively. For the three and nine months ended September 30, 2026, there were no Management Fees waived.

For the three and nine months ended September 30, 2025, the Manager earned $1,555 and $2,364 in gross Management Fees, which were waived by the Manager. As of September 30, 2026 and December 31, 2025, the Fund owed the Manager $2,452 and $1,578, respectively, of Management Fees.

Neither the Vista Units nor the General Partner redeemable non-controlling interests in consolidated entities 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 Agreement

The Manager has agreed to advance all or a portion of the fund expenses, including all or a portion of the organizational and offering expenses and certain 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 March 31, 2026 (such period, the “Expense Support Period”). At the completion of the Expense Support Period on March 31, 2026, the Manager and its affiliates have incurred organizational, offering and operating fund expenses on the Fund’s behalf in the amount of $23,222, of which $7,784 relates to organizational expenses, $1,410 relates to offering costs that were capitalized as a deferred expense and amortized over 12 months and $14,028 relates to operating expenses borne by the Fund.

Pursuant to the Expense Support Agreement, the Fund will reimburse the Manager for such Expense Support over the 60-month reimbursement period beginning April 1, 2027 (the “Reimbursement Period”) on a monthly basis (any such reimbursements, a “Reimbursement”). The Manager in its sole discretion has elected to limit the Reimbursement in any given month during the Reimbursement Period to an amount and to the extent that such a Reimbursement would not cause the Fund’s annualized Specified Expenses (as defined below) (inclusive of any Reimbursement) as of the end of such calendar month to exceed 0.75% of the Fund’s Transactional NAV attributable to Investor Units and Class E Units as of the end of such calendar month (the “Reimbursement Limitation”), with any excess Reimbursements to be recouped in subsequent months during the Reimbursement Period.

 

“Specified Expenses” is defined to include all expenses incurred in the business of the Fund, with the exception of (i) the Management Fee, (ii) the Performance Participation Allocation, (iii) the Servicing Fee, (iv) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (v) Unit repurchases, (vi) taxes, and (vii) extraordinary expenses (as determined in the sole discretion of the Manager). The Manager may elect to receive the Reimbursement in cash, Units of the Fund and/or shares, units or interests of any Lower Funds.

Due to Manager

Due to Manager is comprised of $23,222 advanced by the Manager pursuant to the Expense Support Agreement and $4,176 for operating expenses paid by the Manager on behalf of the Fund.

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 or is invested in Class A-I Units or Class I Units of the Fund, as applicable, and, with respect to any investments in Class R Units, Class R 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 Affiliate

Due from affiliate 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 September 30, 2026, the Fund acquired an investment in one Portfolio Company from Vista and its affiliates at cost, totaling $4,010. Based on the most recent shares outstanding data available, which is as of November 4, 2026, Vista, certain of its affiliates and certain Vista personnel, including Vista’s Chairman and Chief Executive Officer, and Chairman of the Fund, held directly or indirectly less than 1% of the total outstanding equity in such Portfolio Company. During the nine months ended September 30, 2026, the Fund acquired investments in fifteen Portfolio Companies from Vista and its affiliates at cost or cost plus a financing charge, totaling $135,450, of which $6,317 relates to financing charges that are capitalized into the cost of the investment as required by ASC 946.

Other Transactions

For the three and nine months ended September 30, 2026, General and Administrative Expenses on the Consolidated Statements of Operations includes costs of $257 and $591, 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 Fund LPA. For both the three and nine months ended September 30, 2025, $626 of costs for in-house services were included in General and Administrative Expenses and $221 were included in Organizational Expenses on the Consolidated Statements of Operations.