Clara Vista Management Company LLC

Item 5. Fees and Compensation
Each Fund generally pays the Adviser a management fee of 1-2% payable quarterly in advance based on
investor commitments, invested capital, net asset value, or another methodology specified in the applicable
“Governing Documents” (e.g. offering memorandum for each respective Fund). Following the expiration of a
Fund’s investment period or other specified stepdown event, management fees are generally calculated based
on invested capital in unrealized or undisposed investments, subject to the terms of the applicable Governing
Documents. In certain circumstances, the Firm or its affiliates may also receive additional compensation
relating to portfolio investments, including monitoring, consulting, transaction, advisory or similar fees, which
may offset management fees to the extent provided in the applicable Governing Documents. The Firm
generally has discretion in structuring such compensation arrangements and may waive or reduce certain fees
in accordance with the applicable Governing Documents.

Management fees are generally not reduced as a result of fluctuations in investment value, partial realizations,
restructurings or similar transactions unless specifically provided otherwise in the applicable Governing
Documents. Certain investors, including Firm personnel, affiliates, strategic investors or other designated
investors, may receive reduced or waived management fees and/or carried interest arrangements. Management
fees may be offset, in whole or in part, by certain fees received in connection with portfolio investments,
including transaction, monitoring, advisory, consulting, director, placement or similar fees, to the extent
provided in the applicable Governing Documents. The general partner generally receives carried interest equal
to a percentage of realized profits, subject to preferred return and other provisions set forth in the applicable
Governing Documents. Carried interest may also be subject to claw back or giveback obligations. In addition
to management fees and carried interest, each Fund generally bears organizational, operational and
investment-related expenses, including legal, accounting, audit, compliance, tax, consulting, administration,
technology, insurance, financing, travel, due diligence, broken-deal, valuation, regulatory, reporting and
transaction-related expenses. Funds may also bear expenses associated with sourcing, evaluating, acquiring,
financing, monitoring, operating, restructuring, and disposing of investments, whether or not consummated. In
certain circumstances, Funds may indirectly bear expenses at the portfolio investment or intermediate holding
company level. The Adviser may utilize consultants, operating partners, and other third-party service providers
in connection with Fund operations and portfolio investments. Such persons may receive fees, expense
reimbursements, equity participation, or other incentive compensation arrangements, which generally will not
offset management fees unless otherwise provided in the applicable Governing Documents. The Adviser
maintains discretion in allocating certain fees and expenses among Funds, co-investment vehicles, portfolio
investments, and other clients in accordance with the applicable Governing Documents and the Firm’s policies
and procedures.

Fund Expenses

As further provided in a Fund’s Governing Documents, each Fund generally pays all costs and
expenses in connection with its organization, activities, and operations (or will reimburse a Fund’s
general partner, Clara Vista and their respective affiliates for having incurred any such expenses),
including, without limitation:
    •   all organizational expenses, including any excess organizational expenses;
    •   the management fee;
    •   all placement fees (subject to offset);
    •   all costs and out-of-pocket fees and expenses attributable to sourcing, investigating, identifying,
        analyzing, evaluating, researching, diligencing, pursuing, bidding on, negotiating,
        consummating, committing to, seeking regulatory approvals of, structuring, developing,
        acquiring, capitalizing, purchasing, investing, holding, monitoring, managing, restructuring,
        recapitalizing, seeking disposition (and sale) opportunities for and selling (or otherwise disposing
        of) portfolio investments, including in connection with investments that are not ultimately
        consummated by a Fund (“Broken Deal Expenses”), including, without limitation, organizing
        and operating investment, holding, bidding, acquisition, aggregation or other intermediate
                                  Clara Vista Management Company LLC – Form ADV Part 2A

    entities formed to facilitate investments by a Fund commitment fees or other lenders’ fees that
    become payable in connection with a prospective portfolio investment, expenses related to
    negotiating and complying with non-disclosure and confidentiality agreements and obligations,
    travel costs and ancillary expenses (including, without limitation, airfare (including private or
    charter air travel, business class or first class airfare, but not to exceed the cost of business class
    or first class airfare)), ground transportation, lodging and accommodations, meals and travel
    agency fees and reasonable business-related entertainment expenses, third-party consulting and
    deal investigation, sourcing and identification fees and expenses (including, without limitation
    the cost of any customer relationship management software or services used for such purposes),
    broker, finder, investment banking, legal and accounting fees and expenses, costs and expenses
    of any representation and warranties insurance and/or other similar insurance, and printing
    expenses;
•   all costs and out-of-pocket fees and expenses attributable to meetings and negotiations with sports
...

Item 7. Types of Clients
The Adviser provides investment advice to Funds. The Funds include investment partnerships and 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. The Funds limit their respective investors to: (i) “accredited
investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”), (ii) “qualified
purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act of 1940, as
amended, and (iii) if applicable, “qualified clients,” as defined in the Advisers Act. Investors in the Funds must
also meet certain other suitability qualifications prior to making an investment in the Funds. The Funds are not
registered or required to be registered under the Investment Company Act of 1940, are not made available to the
general public, their securities are not registered or required to be registered under the Securities Act and Fund
interests are privately placed to qualified investors. Qualified investors include individuals or entities to which
Fund interests are allowed to be sold, which generally include (i) in the United States, people or organizations
who meet certain net worth, income and/or financial sophistication requirements as described above or (ii) in
non-U.S. countries, as permitted by the relevant securities laws in such jurisdiction and in compliance with any
foreign offering provisions applicable to the Adviser and/or the Funds.
The investors participating in the Funds generally include, among others, high net worth individuals, banks or
thrift institutions, other investment entities, Fund of Funds, university endowments, sovereign wealth Funds,
family offices, 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 Adviser and its
affiliates and members of their families, consultants or other service providers retained by the Adviser or a
Fund, as well as executives or affiliates of portfolio investments.

The relevant general partner is also permitted to establish Funds that are alternative investment vehicles in
order to permit one or more investors to participate in one or more particular investment opportunities in a
manner desirable for legal, tax, regulatory, administrative, professional sports league, accounting or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational documents of
such vehicles and the Governing Documents of the related Fund.

The Funds generally have a minimum investment amount of $1 million for third-party investors, and Fund
interests are typically offered and sold solely to accredited investors. In its discretion, such minimum
investment amount has been, and may in the future be, waived by the Adviser for certain investors. The
Co-Investment Funds generally have no minimum investment amounts.

                                  Clara Vista Management Company LLC – Form ADV Part 2A