Vista Credit Partners LP

Item 5: Fees and Compensation
VCP, or an affiliated General Partner, generally receives Management Fees or Carried Interest or similar
performance-based remuneration from a Fund. A Fund, and/or its portfolio companies, also makes other
payments to VCP or its affiliates for services provided to the Fund and/or its portfolio companies, which, in
certain circumstances, will reduce the Management Fees payable to VCP. Additionally, consistent with the
Governing Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by VCP in
connection with the services provided to the Fund and/or the portfolio companies. Details about such fees
and expenses are contained in the Governing Documents of a Fund. Further details about certain common
fees and expenses are set forth below.
Management Fees
As compensation for investment advisory services rendered to the Funds, VCP, or an affiliated General
Partner, receives a management fee (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 VCP will not be subject to the
Management Fee or other performance-based fees. Alternatively, VCP allows eligible employees to
participate in vehicles that invest in or 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 VCP.
VCP or an affiliated General Partner earns an annual Management Fee with respect to each Limited Partner,
payable quarterly in advance, generally up to 1.5% per annum of the total investment contributions for
investments that have not been disposed of as determined on the end of the previous quarter plus such
Limited Partner’s share of the amount of the Fund’s unfunded commitment with respect to any such
investments structured as a delayed draw or revolving term loan or similar arrangement. 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 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 VCP 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, VCP
reserves the right to 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, or offered, or necessarily
disclosed to, other Limited Partners.
In addition, VCP is permitted to 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 current or former employees of VCP
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
a Fund’s General Partner would otherwise be required to contribute to such Fund as part of its commitment.
A 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 a
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.

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Where the Governing Documents calculate Management Fees based on the amount of commitments or the
amount of investment contributions, the amount of Management Fees generally will not be reduced based on
reductions in investment value, except where specified by the relevant Governing Documents. As a general
matter, Management Fees will be payable during term extensions unless otherwise agreed with investors.
As described in the Governing Documents for such Funds, Management Fees generally will be calculated
based on a percentage of the amount of applicable investment contributions (including where applicable, the
amount of any capitalized Other Fees (as defined below) or expenses) made by the relevant Fund that have
not been disposed of or permanently written down (such permanently written down investments, “Impaired
Value Investments”). Due to differences in the criteria set forth in their respective Governing Documents, in
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Item 7: Types of Clients
VCP currently generally provides investment supervisory services to its Fund clients, and references
throughout this brochure to “clients” and to VCP’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. 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. VCP also provides advisory services directly to institutional investors.
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.
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. VCP 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).

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