The Vistria Group LP

ITEM 5. FEES AND COMPENSATION

The Adviser or its affiliates generally receive Advisory Fees as well as Carried Interest and/or
Incentive Allocations (each as defined below) or similar performance-based remuneration from a
Fund. A Fund, and/or its portfolio investments also typically reimburse the Adviser and its affiliates
for certain expenses and/or make other payments to the Adviser or its affiliates for services provided
to the Fund and/or its portfolio investments, which, in certain circumstances, may reduce the Advisory
Fees payable to the Adviser. Additionally, consistent with the Organizational Documents of a Fund,
the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with
the services provided to the Fund and/or the portfolio investments. Details about such fees and
expenses are contained in the Organizational Documents of a Fund. Further details about certain
common fees and expenses are set forth below.

Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital, invested capital or net asset value (“NAV”), with respect to such Fund. Advisory
Fees may be reduced during the life of a Fund. The precise amount of, and the manner and calculation
of, the Advisory Fees for each Fund are established by the Adviser and are set forth in such Fund’s
Organizational Documents. The Advisory Fees and other fees and distributions described herein are
generally subject to modification, waiver or reduction by the Adviser in its sole discretion, both
voluntarily and on a negotiated basis with selected investors via side letter and other arrangements,
which may not be disclosed to other investors in the same Fund. The fee structures described herein
may be modified from time to time. Fees may differ from one Fund to another, as well as among
investors in the same Fund. Unless otherwise agreed with a Fund’s investors, Advisory Fees will
continue to be payable during any term extensions.

To the extent set forth in the Organizational Documents of a Fund, the Advisory Fees paid by a Fund
will generally be reduced by a percentage of (1) the amount of fees paid by such Fund to persons
acting as a placement agent in connection with the offer and sale of interests in such Fund to certain
potential investors, (2) with respect to certain Funds, the fees incurred by the Adviser in connection
with the organization of such Fund that exceed a limit specified in such Fund’s Organizational
Documents and/or (3) with respect to certain Funds, certain Other Fees (as defined and described in
more detail below under “Other Fees”) received by the Adviser or its affiliates. The amount and
manner of such reduction, if any, is set forth in the Organizational Documents of the applicable Fund.

Certain investors in the Funds that are employees, former employees, business associates and other
“friends and family” of the Adviser, its affiliates or their personnel (including any related entity
established by any of the foregoing, such as trusts, charitable programs, endowments or related
programs, family investment vehicles and other estate planning vehicles) (collectively, “Adviser
Investors”) will not typically pay Advisory Fees or Carried Interest and/or Incentive Allocations in
connection with their investment in a Fund. Furthermore, the Adviser has in the past and may, from
time to time in the future establish certain investment vehicles through which Adviser Investors or
other third parties may invest alongside one or more Funds in one or more investment opportunities,
which generally do not pay Advisory Fees or Carried Interest and/or Incentive Allocations.
Notwithstanding that Adviser Investors will generally not pay Advisory Fees, Adviser Investors will

generally pay for their pro rata share of certain Fund expenses, or the pro rata portion of such Adviser
Investors’ expenses will be allocated to the Adviser or the general partner of the applicable Fund.

The Adviser from time to time enters into economic and/or other fee-sharing arrangements with
respect to one or more Funds and/or certain limited partners thereof, the rights of which will not
generally be offered to other limited partners.

Advisory Fees are payable quarterly in arrears for certain Funds and quarterly in advance for other
Funds. For the avoidance of doubt, Advisory Fees are calculated on the first day of each quarter
and are not adjusted for any transactions occurring during such quarter. Subject to a Fund’s
Organizational Documents, Advisory Fees are paid by a Fund from its available assets and from capital
contributions made by limited partners that are deducted directly from each limited partner’s capital
account, or by a reduction in units held by a limited partner. To the extent Advisory Fees are paid in
advance, upon termination of such Advisory Agreement, any prepaid Advisory Fees are generally
returned on a prorated basis.

See “Advisory Fee” in Item 11 below for discussions of conflicts of interest relating to the calculation
of Advisory Fees.

Other Fees and Expense Reimbursement

Other Fees

Consistent with a Fund’s Organizational Documents, in addition to the Advisory Fees, Carried Interest
and Incentive Allocations, the Adviser and its affiliates receive a variety of other fees from the Funds
and/or portfolio investments including: (1) administrative fees from certain investors in a Fund; (2)
fees relating to the investments for any disposition, management, construction, leasing, development
and other property management services, as well as services related to group purchasing, loan
arrangement, loan servicing, property, title and/or other types of insurance, management consulting,
break-up (or other similar fees), monitoring, directors’, transaction, organizational, set-up, financial
...

ITEM 7. TYPES OF CLIENTS

The Adviser currently provides investment supervisory services to the Funds. 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.

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” or
“knowledgeable employees,” each as defined in the 1940 Act, and may include, among others, high
net worth individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates,
charitable organizations, university endowments, corporations, limited partnerships and limited
liability companies or other entities.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments may
be established for investors in the Funds. The general partner of each Fund may in its sole discretion
permit investments below the minimum amounts set forth in the Organizational Documents of such
Fund.