TYPES OF CLIENTS
Vicente provides investment advice solely to its Private Investment Fund clients, including
the Partnerships, and references throughout this Brochure to “clients” and to Vicente’s related
duties to and practices on behalf of its clients and/or investors should be construed accordingly.
The Private Investment Fund clients, including the Partnerships, generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder (the “Investment Company Act”). The investors
participating in Private Investment Funds generally include individuals, banks or thrift institutions,
other investment entities, pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities and often include, directly or indirectly,
principals or other personnel of the Advisers and their affiliates, as well as executives of former or
current portfolio companies.
The Partnerships generally have a minimum investment amount as specified in their
respective Governing Documents. The General Partner reserves the right to waive such minimum
investment amount. Interests in VCLTAF generally are offered and sold solely to investors that
are (i) both “accredited investors,” as such term is defined under Regulation D of the Securities
act of 1933, as amended, and the rules and regulations promulgated thereunder, and “qualified
purchasers,” as such term is defined under the Investment Company Act, or (ii) “knowledgeable
employees,” as such term is defined in Rule 3c-5 under the Investment Company Act. Interests in
the Friends Fund are offered and sold solely to sophisticated investors who are also accredited
investors.
Certain limited partners of the Partnerships and other third-party investors generally are
permitted to co-invest directly in a particular portfolio company or in a holdings company which
holds the equity in the portfolio company directly. The Advisers will select which investors are
permitted to participate in such co-investment opportunities based on various factors, including,
without limitation, the sophistication of the investor, the ability of the investor to fund and
complete the investment on a timely basis and for strategic or other reasons. The Advisers are
generally not obligated to make co-investment opportunities available to any particular investors
or limited partners, subject to certain exceptions.
METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
General
Vicente is a private investment firm focused on making growth equity investments in late
stage, rapidly growing private companies headquartered primarily in the United States. The
Advisers’ investment advisory services consist of identifying and evaluating investment
opportunities, negotiating investments, managing and monitoring investments and achieving
dispositions for investments. Investments are predominantly made in non-public companies,
although investments in public companies are permitted.
The Advisers generally seek to make equity investments ranging between $10 million and
$30 million in portfolio companies. The Advisers seek substantial minority interest investments
where they can control major corporate actions or exercise influence over the management and the
company’s strategic direction, while maintaining the flexibility also to invest in small change-of-
control situations. The Advisers generally expect that the Partnerships’ investments will be over
two-thirds in substantial minority interests ranging between 15% and 49% and one-third in
majority interests.
The following is a summary of the investment strategies and methods of analysis generally
employed by the Advisers on behalf of the Partnerships. More detailed descriptions of the
Partnerships’ investment strategies and methods of analysis are included in the Governing
Documents. There can be no assurance that the Advisers will achieve the investment objectives of
the Partnerships, and a loss of investment is possible.
Investment and Operating Strategy
Deal Sourcing. Vicente has established an extensive network of contacts throughout the
United States that serves as a valuable resource for identifying and developing investment
opportunities for the Partnerships. The key relationships that have been developed include:
(i) operating and financial executives, board members and co-investors of portfolio companies;
(ii) entrepreneurs; (iii) service providers (regional and national law firms, accounting firms and
recruiting firms); and (iv) investment bankers and other intermediaries focused on growth equity
and small company buyouts. This network is designed to provide Vicente personnel with access
to a flow of new investment opportunities that are outside of the traditional investment banking
auction process. In addition to these key relationships, the Partnerships have established an
advisory panel comprised of leading executives with financial and operational expertise that the
Partnerships utilize for deal sourcing, due diligence and portfolio company support.
Structuring. Vicente’s growth equity investments are typically structured as convertible
preferred stock that includes terms designed to provide downside protection as well as the ability
to control major corporate actions or exercise influence over the management and the portfolio
company’s strategic direction. The Advisers generally insist on having substantial negative control
provisions when they do not control the board of directors. These provisions typically include
specific contractual rights to force an exit within five to seven years and prevent companies from
taking any action outside of the normal course of business without the applicable Partnership’s
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