Buena Vista Fund Management LLC

ITEM	5:	FEES	AND	COMPENSATION

Compensation	to	Buena	Vista.		For	our	services	to	the	Funds,	we	are	compensated	as	follows:

    •   Our	Funds	either:	(i)	pay	us	a	management	fee	of	1.5%	per	annum	and	do	not	allocate	any
        incentive	 allocation	 to	 us	 (for	 investors	 who	 choose	 not	 to	 be	 subject	 to	 any	 incentive
        allocations	but	instead	bear	a	higher	management	fee),	(ii)	pay	us	a	management	fee	of	1%
        per	annum	and	specially	allocate	to	us	10%	of	the	appreciation	above	the	high	water	mark,
        or	(iii)	pay	us	a	management	fee	of	1%	per	annum	and	specially	allocate	to	us	20%	of	the
        amount,	 if	 any,	 by	 which	 the	 performance	 of	 such	 shares	 or	 interests	 exceeds	 the
        performance	such	shares	or	interests	would	have	experienced	had	they	been	invested	in	a
        certain	index,	subject	to	a	high	water	mark	procedure	that	allows	us	to	receive	an	incentive
        allocation	 only	 to	 the	 extent	 that	 an	 interest’s	 or	 share’s	 outperformance	 for	 the	 relevant
        calendar	year	exceeds	any	unrecovered	underperformance	from	earlier	years.		These	funds

        pay	 us	 a	 reduced	 management	 fee	 of	 1.25%	 per	 annum	 with	 respect	 to	 any	 investments
        above	$40	million.

    •   We	 reduced	 the	 management	 fee	 temporarily	 by	 10%	 per	 annum	 for	 every	 client	 for	 the
        periods	between	October	2021	through	December	2022.

Each	 Fund	 pays	 us	 the	 management	 fee	 at	 the	 beginning	 of	 each	 calendar	 quarter.	 	 The
management	 fees	 are	 based	 on	 the	 value	 of	 investors’	 holdings	 in	 the	 Fund	 (either	 as	 limited
partner	interests	or	shares).		The	Funds	make	incentive	allocations	at	the	end	of	each	calendar	year
and	at	other	times	when	Fund	investors	withdraw	capital	or,	in	the	case	of	non-U.S.	Funds,	redeem
shares,	but	then	only	in	relation	to	the	amount	of	capital	withdrawn	or	shares	redeemed.		For	each
period	 and	 for	 each	 Fund,	 the	 fees	 and	 allocations	 outlined	 above	 are	 the	 aggregate	 of	 amounts
calculated	separately	for	each	investor	or	group	of	investors	in	each	Fund.		They	are	not	generally
negotiable,	 but	 our	 agreements	 with	 the	 Funds	 give	 us	 the	 authority	 to	 vary	 them	 for	 particular
investors.

The	Funds	pay	our	fees	directly	from	their	assets	that	we	manage.		Incentive	allocations	take	the
form	 of	 increases	 in	 the	 value	 of	 our	 general	 partner	 or	 special	 shareholder	 interests	 in	 those
Funds.

Other	 Fees	 and	 Expenses.	 	 Each	 Fund	 pays	 all	 the	 expenses	 of	 its	 administration	 and	 operation,
including	those	for:

    •   brokerage	 commissions	 and	 other	 transaction-related	 services	 (see	 “Brokerage	 Practices”
        below);
    •   legal,	research,	accounting,	audit,	and	tax	preparation;
    •   bookkeeping	and	other	professional	fees	and	expenses;
    •   governmental	fees	and	taxes;
    •   reporting;
    •   governance	activities;	and
    •   similar	ongoing	operational	expenses.

Each	Fund	bore	certain	costs	in	connection	with	its	organization	and	the	initial	offering	and	sale	of
ownership	interests	in	it	and	continues	to	bear	the	costs	of	its	ongoing	offering	of	those	ownership
interests.

We	may	advance	costs	described	above	for	a	Fund	and	the	Fund	must	reimburse	us.

We	 provide	 office	 personnel,	 space,	 utilities	 and	 other	 basic	 “overhead”	 required	 for	 the
performance	of	our	services	for	the	Funds.		The	Funds	do	not	reimburse	us	for	doing	so	(except	to
the	extent	of	our	fees	and	incentive	allocations).

The	Funds	assets	are	held	by	“prime	brokers”	as	custodians,	These	custodial	fees	are	paid	directly
by	 the	 Funds..		 Prepayment	 of	 Fees.	 	 The	 Funds	 pay	 management	 fees	 at	 the	 beginning	 of	 each
calendar	quarter	in	advance.		Subject	in	some	cases	to	initial	limitations,	an	investor	may	redeem	or
withdraw	 investments	 at	 the	 end	 of	 any	 calendar	 quarter.	 	 Should	 an	 investor	 request	 and	 be

granted	 early	 redemption	 or	 withdrawal,	 we	 do	 not	 refund	 to	 the	 Fund	 any	 portion	 of	 the
management	fee.

Other	 Compensation.	 	 We	 do	 not	 and	 our	 personnel	 do	 not	 accept	 compensation	 for	 the	 sale	 of
securities	or	other	investment	products.

ITEM	7:	TYPES	OF	CLIENTS

We	provide	investment	advice	to	pooled	investment	vehicles	and	have	not	established	a	minimum
account	value.