Blue Vista Capital LLC

ITEM 5 – FEES AND COMPENSATION

The Funds

         Overview

         Blue Vista or its affiliates generally receive management fees, carried interest allocations and/or
performance fees in connection with the investment management services they provide to the Funds.
Additionally, Blue Vista enters into an investment advisory agreement with the applicable managing
member or general partner of a Fund and receives a flat annual fee of $40,000 payable in equal quarterly
installments directly from such managing member or general partner for its services, which is paid by the
managing member or general partner out of the management fee it receives from the Fund and does not
increase the fees paid by Fund investors. If the advisory agreement is executed at any time other than the
first day of a calendar quarter or terminated prior to the end of a calendar quarter, the fee will apply on a
pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the
quarter for which Blue Vista provides advisory services. Other fees and compensation payable to Blue
Vista’s affiliates by each Fund and its investors are established at the time of the establishment of the
relevant Fund and may be negotiated with participating investors prior to their investment. Each Fund’s
Offering Documents include a complete discussion of applicable fees and compensation that may be paid
by investors in the Fund to Blue Vista’s affiliates. Blue Vista also receives reimbursement for applicable
expenses as generally described below.

         Fund Management Fees

         An affiliate of Blue Vista typically receives a management fee from each closed-end Fund, which
during the investment period for the Fund typically is up to 1.5% of capital committed to the Fund. After
the investment period has expired, the management fee for a closed-end Fund typically is based upon a
percentage of unreturned invested capital of the relevant Fund and is generally not based on the valuation
(as reflected in such Fund’s financial reports) of the Fund’s investments. Funds structured as co-investment
vehicles typically pay lower management fees, as more fully disclosed in the relevant Fund Offering
Documents. Affiliates of Blue Vista receive management fees from certain open-end Funds that are
typically based on such Fund’s net asset value, as defined in the Fund Offering Documents, and the
applicable fee rate for each investor as outlined in the Offering Documents or other agreement with each
such investor, which may range up to 1.35% per annum. Fund management fees are payable quarterly in
advance or in arrears by the Fund, generally after being invoiced therefor by the applicable affiliate.
Typically, management fees are paid out of the Fund’s cashflow, although the managing members or general
partners of the Funds, affiliates of Blue Vista, generally may under certain circumstances borrow from a
Fund’s credit facility, if applicable, or make capital calls on investors in the Funds for the amount of
management fees. The terms of the Funds typically do not contemplate repayments of fees to the extent that
Blue Vista’s fund management services terminate prior to the end of the relevant payment period. Typically,
investors in closed-end Funds are responsible for fund management fees retroactive to the initial closing
date to the extent that they invest in a Fund subsequent to such date.

        Performance-Related Compensation

         An affiliate of Blue Vista also typically receives carried interest distributions or an incentive
allocation from each Fund of up to 20% of the net realized returns from all investments or, in the case of
certain open-end Funds, up to 15% of each investor’s unrealized returns over a hurdle rate for each
incentive allocation period. Co-investment Funds typically pay reduced or no incentive compensation.
Carried interest distributions and incentive allocations may be subject to hurdles and/or claw-backs, as
set forth in the applicable Fund’s Offering Documents. The carried interest or incentive allocation will
be charged to Clients that are deemed “qualified clients” as defined in Rule 205-3 of the Advisers Act.
Additionally, to the extent a particular investment has a third-party operating partner or sponsor, such

operating partner or sponsor may earn a promote or other incentive compensation if the investment meets
certain milestones. The payment of such compensation to an operating partner or sponsor by the
investment will ultimately reduce the proceeds available for Fund investors.

        Expenses

          Each Fund and its investors typically will be responsible for certain organizational and startup
expenses, including legal, travel, accounting, filing, and other offering and organizational expenses.
However, the managing member or general partner of the applicable Fund may be responsible for
organizational expenses above a certain threshold. Each Fund and its investors generally will be
responsible for all of its operational expenses, including but not limited to, legal, auditing, consulting,
financing, brokerage, accounting and custodian fees and expenses; expenses associated with preparing,
distributing and filing that Fund’s financial statements, tax returns and Schedule K-1’s; insurance; other
expenses associated with the acquisition, holding and disposition of its investments including travel and
after-hours meals or transportation related to specific investments; and extraordinary expenses such as
litigation. In addition, the Fund and its investors will pay third-party expenses attributable to specific
investments, including fees, costs and expenses incurred in connection with the purchase or sale of
investments and unconsummated transactions. A Fund and its investors will also typically bear expenses
related to unconsummated transactions that may have been offered to co-investors or joint venture
...

ITEM 7 – TYPES OF CLIENTS

         As discussed above in Item 4, “Advisory Business,” Blue Vista offers investment advisory
services to the Funds. Investment in the Funds generally is limited to investors that are “accredited
investors” within the meaning of Regulation D under the Securities Act. One or more Funds also requires
investors to be “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act. To
invest in a Fund, an investor generally must invest a minimum of $1,000,000 depending on the specific
Fund, although the applicable managing member or general partner may accept lesser amounts in its
discretion. Each Fund’s Offering Documents include a complete discussion of the minimum initial and
additional subscription amounts, investor eligibility requirements, payment of capital calls and other
terms of investment. Investors in the Funds may include, among others, high net worth individuals, banks,
trusts, endowments, foundations, corporations, partnerships, sovereign wealth funds, insurance
companies, certain employee benefit plans and limited liability companies. Additionally, employees and

other persons associated with Blue Vista and/or its affiliates (which may include certain individuals
deemed “knowledgeable employees” of Blue Vista and/or its affiliates) may invest in the Funds.