Vista knocked on our door and said ‘we think we can help you grow faster’. That was the single most attractive proposition because we knew there was potential. And Vista could help us in that process.
Summary of Investor Rights
Investors’ rights include economical rights such as redemption rights and profit rights, but also rights to a fair information and equal treatment, as well as complaints’ rights and the right to participate in general meetings of shareholders if the investor is registered under her or his own name in the register of shareholders of the Fund. In addition, Directive (EU) 2020/1828 of 25 November 2020 on representative actions for the protection of the collective interests of consumers provides for a collective redress mechanism which applies, in case of infringements by traders of the provisions of, amongst others, Directive (EU) 2020/1828) shall be transposed by Member States, including Luxembourg, by 25 December 2022 at the latest and the provisions shall be applicable from 25 June 2023. Luxembourg has not yet implemented Directive (EU) 2020/1828 but a bill of law is currently with the Luxembourg parliament for review.
Notice to Investors residing in Belgium and Italy
Pursuant to the requirements under Article 43a of the Directive 2011/61/EU on Alternative Investment Fund Managers, Zeidler Legal Process Outsourcing Limited has been appointed to provide it with certain European facilities agent services in Belgium and Italy in respect of Vista.
Zeidler Legal Process Outsourcing Limited’s services include:
- Facilitate processing of subscription, repurchase and redemption orders and making other payments to investors;
- Provide investors with information on the above and how repurchase and redemption proceeds are paid;
- Facilitate the handling of information relating to an investor exercising their investment rights; and
- Act as a point of contact for communicating with regulators.
For any further information on the above services you can contact Zeidler Legal Process Outsourcing Limited at: 19-22 Lower Baggot Street, Dublin 2, D02 X658, Ireland.
Summary of Key Risk Factors
General Risk
An investment in the Fund involves a substantial degree of risk and should be considered only by eligible investors whose financial resources are sufficient to enable them to assume such risk and the possible loss of some or all of their investment, and who have no immediate need for liquidity in their investment in the Fund. Prospective investors should carefully evaluate the following risk factors, as well as the risk factors disclosed in the Fund’s prospectus, and are urged to consult their professional advisers before deciding whether to invest in the Fund.
Concentration Risk
The Fund’s investment strategy is substantially concentrated in private equity and its performance will therefore be closely tied to the performance of this sector. The Fund’s concentration in private equity may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Leverage
The Fund may borrow money. If returns on such investment exceed the costs of borrowing, investor returns will be enhanced. However, if returns do not exceed the costs of borrowing, Fund performance will be depressed. This includes the potential for the Fund to suffer greater losses than it otherwise would have. The effect of leverage is that any losses will be magnified. The use of leverage also exposes the Fund to the risk of an increase in interest rates.
Conflicts of Interest
Investors should be aware that there will be situations where Vista and its affiliates may encounter conflicts of interest in connection with the Fund’s investment activities and these should be carefully considered before making an investment in the Fund. Vista has established and implemented conflict of interest procedures which deals with, among other things, the identification of circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of the Fund or the investors.
Highly competitive market for investment opportunities
The activity of identifying, completing attractive private equity investments is highly competitive, and involves a high degree of uncertainty. There can be no assurance that the Fund will be able to locate, consummate and exit investments that satisfy its objectives or realise upon their values or that the Fund will be able to fully invest its available capital. There is no guarantee that investment opportunities will be allocated to the Fund and/or that the activities of Vista’s other funds will not adversely affect the interests of the Fund.
Target Allocations
There can be no assurance that the Fund will achieve its objectives or avoid substantial losses. Allocation strategies and targets depend on a variety of factors, including prevailing market conditions and investment availability. There is no guarantee that such strategies and targets will be achieved and any particular investment may not meet the target criteria.
Exchange Currency Risk
The Fund is denominated in U.S. Dollars (USD). Investors holding Shares in the Fund with a functional currency other than USD should acknowledge that they are exposed to fluctuations of the USD foreign exchange rate and/or hedging costs, which may lead to variations on the amount to be distributed. The Fund will incur expenses in multiple currencies, meaning that payments may increase or decrease as a result of currency exchange fluctuations.
Lack of Liquidity
None of the Shares are currently listed, however certain Classes of Shares may, in future at the entire discretion of the Board of Directors, be listed on the Luxembourg Stock Exchange as well as any other recognised stock exchange. There is no secondary market for the Shares and it cannot be predicted if one will develop. Investors should inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, domicile or place of business and which might be relevant to the subscription, purchase, holding, conversion, transfer, redemption and disposal of Shares in the Fund. Shares redeemed within two years of the date of issuance will be redeemed at 95% of the applicable net asset value as of the redemption date, unless such deduction is waived by Vista in its discretion. As a result, you may receive less than the price you paid for your shares when you sell them to the Fund pursuant to Vista’s redemption program.
No Assurance of Investment Return
Prospective investors should be aware that an investment in the Fund is speculative and involves a high degree of risk. There can be no assurance that the Fund will achieve comparable results, implement its investment strategy, achieve its objectives or avoid substantial losses or that any expected returns will be met (or that the returns will be commensurate with the risks of investing in the type of transactions described herein). The portfolio companies in which the Fund may invest (directly or indirectly) are speculative investments and will be subject to significant business and financial risks. The Fund’s performance may be volatile. An investment should only be considered by eligible investors who can afford to lose all or a substantial amount of their investment. The Fund’s fees and expenses may offset or exceed its profits.