Blue Vista Capital, LLC (“Blue Vista”) is an investment adviser based in Chicago, Illinois. It
was founded in 2003 by Robert G. Byron and Peter Stelian as an Illinois limited liability company.
Messrs. Byron and Stelian are the owners of Blue Vista. Blue Vista’s investment recommendations are
made by an investment committee, which is comprised of Mr. Byron and Mr. Stelian.
Blue Vista and its affiliates sponsor and provide investment advisory services to certain pooled
investment vehicles (each a “Fund,” and, collectively, the “Funds”), and separately managed accounts
(collectively with the Funds, “clients” and each a “client”). As the investment adviser for each client,
Blue Vista identifies investment opportunities and participates in the acquisition, management,
monitoring and disposition of investments for each client. Blue Vista primarily provides investment
advisory services related to real estate, real estate-focused debt, and equity-oriented investments in
portfolios of real estate located primarily throughout the U.S and Canada. Such real estate investments
take the form of privately-negotiated investment instruments, including unregistered equity securities of
both U.S. and non-U.S. issuers.
Certain separately managed accounts for which Blue Vista provides services to invest in real
estate assets that are structured in a manner so as to not be securities, and therefore, not “clients” under
the Investment Advisers Act of 1940, as amended (the “Advisers Act”). This Brochure, however,
describes Blue Vista’s advisory business with respect to all of its Funds and separately managed accounts.
The Funds
The Funds are real estate funds that are exempt from registration under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), and whose securities are exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”). Certain affiliates of
Blue Vista sponsor and serve as the managing member or general partner of each Fund. Blue Vista
provides investment advisory services to each Fund’s managing member/general partner pursuant to an
investment advisory agreement between Blue Vista and the applicable Fund managing member/general
partner. Blue Vista provides investment advice to each Fund in accordance with the investment
objectives and guidelines set forth in the private offering memorandum, organizational documents and/or
related investment advisory agreement of each Fund (collectively, “Offering Documents”). The
investment objectives and guidelines of each Fund are not specifically tailored to the individual needs of
Fund investors.
Separately Managed Accounts
Certain affiliates of Blue Vista also sponsor and serve as the managing member or general partner
of separately managed accounts. These separately managed accounts are tailored to the client’s individual
specifications, and may be sponsored to acquire and hold one specific asset or a specific type of asset.
Typically, Blue Vista does not provide investment advisory services to a separately managed account
sponsored to acquire one specific asset. For those separately managed accounts sponsored to acquire and
hold a specific type of asset, Blue Vista may provide investment advice to the separately managed
account’s managing member/general partner pursuant to an investment advisory agreement between Blue
Vista and the applicable separately managed account managing member/general partner. To the extent
Blue Vista is providing investment advisory services with respect to a separately managed account, the
investment advisory agreement and/or the organizational documents of the client typically require
investment decisions related to the real estate asset be made independently by the client, with input from
the investment adviser as needed, and Blue Vista to obtain the investor(s)’ consent or approval prior to
making certain “major decisions,” which may include acquisitions, dispositions, and refinancings above a
certain dollar amount. In addition, investor(s) may specify investment guidelines and impose certain
restrictions or investment parameters for their accounts. In certain cases, Blue Vista’s advisory agreement
with respect to the separately managed account and/or the organizational documents of the separately
managed account may allow Blue Vista to make an investment without an investor(s)’ prior consent or
approval, if the investment meets certain investment guidelines/parameters (which guidelines/parameters
are set forth in the applicable document/agreement). Blue Vista’s advisory agreements typically may be
terminated upon 60 days’ written notice.
For more information on the material risks of the investment strategies employed by Blue Vista,
see Item 8, “Methods of Analysis, Investment Strategies and Risk of Loss.”
As of December 31, 2023, Blue Vista had approximately $2,465,175,970 in assets under
management, of which approximately $1,793,759,888 was managed on a discretionary basis, and
approximately $671,416,082 was managed on a non-discretionary basis.