Clarion Capital Partners LLC

Fees and Compensation
Clarion, or an affiliated entity, receives an annual management fee and carried interest from each
of its Funds, SMAs, and CGII in accordance with the relevant Governing Documents, Fund
documents, or IMA, as applicable. Detailed information regarding the fees charged to the Funds
and lock-up periods are provided in the relevant Governing Documents. The management fees
and carried interest with respect to co-investment opportunities, including co-investment
vehicles, are on such terms and conditions applicable to each such co-investment opportunity, as
Clarion or an affiliated entity and the investors or other persons participating therein agree.
Management fees and expenses may be reduced or waived at the discretion of the general partner
of a Fund (each a “General Partner” or collectively the (“General Partners”). Affiliated persons
of Clarion who invest in the Funds are not charged management fees or carried interest.

For the Private Equity Funds, management fees are payable quarterly in advance, based on
investor commitments, at rates ranging from 1.75% to 2.00% per year depending on the Private
Equity Fund. After the end of the investment period and depending on the Fund, management
fees can be based on actively invested capital. For the Structured Credit Funds and CGII, annual
management fees are payable quarterly in advance at a maximum rate of 1.5% of actively
invested capital, plus 0.5% of available capital of the Fund’s limited partners during the
commitment period (as such term is defined by the Fund’s governing documents). For the
Insurance-Dedicated Fund, annual management fees are payable quarterly in advance, at 1.5%
of invested capital (as such term is defined by the Fund’s governing documents).

For the Private Equity business segment, Clarion may receive transaction fees, monitoring fees,
advisory fees, break-up fees, commitment fees, financing fees, termination fees, portfolio
company management fees, directors’ fees, and similar fees, payments or compensation (whether
in the form of cash, options, warrants, stock or otherwise), or any acceleration of such fees
relating to potential investments or investments (collectively “Fee Offsets”). In certain Private
Equity Funds, Fee Offsets may be accelerated for no more than a year in connection with a
potential investment or investment. Depending on the Private Equity Fund, (x) fifty percent of
such Fee Offsets are applied to reduce the quarterly management fee or fifty percent of such Fee
Offsets are applied to reduce the management fees until $2,000,000 has been received annually
in the aggregate; and, thereafter eighty percent of such Fee Offsets are applied to reduce the
management fees or (y) (i) first, fifty percent of such Fee Offsets are applied to reduce the

quarterly management fee or fifty percent of such Fee Offsets are applied to reduce the
management fees until $2,000,000 has been received annually in the aggregate, (ii) second, if
there is an amount in excess of $2,000,000 of Fee Offsets in any year after applying the first step
above to such year, such excess amount will be applied to each prior year in which $2,000,000
was not received until $2,000,000 has been received with respect to each such prior year and,
(iii) third, thereafter eighty percent of such Fee Offsets are applied to reduce the management
fees. For a certain Private Equity Fund, to the extent that the Fee Offsets are greater than the
management fee (“Final Excess amount”), such Final Excess amount will be applied in a specific
order and manner to the General Partner, Clarion, and the Principals or their respective affiliates
(up to a certain amount) and to investors (if above a certain amount) in accordance with the
Governing Documents. In a situation in which a Private Equity Fund invests alongside a co-
investment vehicle, a pro-rata portion (based on the Fund’s investment amount over the total
investment amount) of the Fee Offset is applied against the Fund’s management fees in
accordance with the Governing Documents of such Fund.

The Funds are subject to carried interest of up to 20% of profits on distributions derived from the
disposition of investments after capital and a preferred rate of return have been distributed.

In addition to the management fee and carried interest distributions, investors will bear all other
fees and expenses charged to the Funds in accordance with the Governing Documents of the
Funds. Those fees and expenses vary by Fund but generally include the following: organization
expenses (for certain Funds subject to a cap), reasonable travel expenses of personnel of Clarion
or an affiliated entity (including business-class travel in accordance with Clarion’s policies and
meals and lodging) incurred in connection with the formation of the Funds and their related
entities and the preparation of the Governing Documents of the Funds, fees and expenses of
counsel to, accountants for and agents of Clarion and the Funds and of personnel of the General
Partner and its advisors incurred in connection with the formation of the Funds and their related
entities and the preparation of the Governing Documents of the Funds, expenses incurred in
connection with negotiating and entering into side letters or similar written agreements and
compliance with such agreements and the most favored nations process, expenses incurred in
connection with providing prospective investors access to a database or other forum hosted on a
website designated by the Fund, expenses incurred in connection with the use of a universal
investor onboarding platform (including the use of a universal subscription agreement and related
anti-money laundering and know your customer information review processes), audit and tax
preparation fees, regulatory compliance consulting fees related to the Firm’s compliance with
specific rules and regulations (including complying with FATCA obligations), regulatory
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Types of Clients
Clarion provides advisory services to the Funds, SMA Clients, and CGII. The minimum capital
commitment for an investment in a Fund is outlined in the relevant Governing Documents and is
generally $5.0 million. However, Clarion or the General Partner of the relevant Fund has
discretion to accept less than the minimum capital commitment. There is no minimum capital
commitment formally imposed with respect to the SMA Clients.

Investors are required to make certain representations when investing in a Fund through the
execution of a subscription agreement and other documents. Interests in the Funds are not
registered under the Securities Act of 1933, as amended, and such Funds are not registered under
the Investment Company Act of 1940, as amended. Accordingly, interests in the Funds are
offered and sold exclusively to investors satisfying the applicable eligibility and suitability
requirements.

Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies

Clarion serves as an investment adviser to the Private Equity Funds, Structured Credit Funds,
CGII, and SMA Clients. The strategy of the Private Equity Funds is to make primarily control-
oriented private equity investments in a diversified portfolio of middle-market companies in
industries such as business and healthcare services, media, entertainment and technology,
consumer and retail, and specialty financial services. The Firm focuses on equity investments
in the range of $15-$50 million with EBITDA of $5-$25 million. Clarion considers and uses a
range of investment structures including leverage buyouts, growth equity, and recapitalizations.

Clarion performs extensive due diligence with top-tier advisors to identify companies that fit the
Private Equity Funds’ investment profile. The Firm uses its deal structuring experience to
identify risks inherent in each investment to make informed investment decisions. Clarion
develops working relationships with management teams whose character, culture, and

organization are conducive to forming true, long-term partnerships. The Firm works closely with
management and seeks to align interests with management both economically and strategically.
At the initial investment stage, Clarion and the management team work together to formulate
strategic and operating plans.

The strategy of the Structured Credit Funds and the Insurance-Dedicated Fund is to invest in
various tranches of collateralized loan obligations (“CLOs”) and other loan funding vehicles.
Clarion utilizes a tiered screening process to identify investment opportunities and the process
entails analyzing the collateral manager, the underlying portfolio, and the transaction structure.
Some of the analyses include examining past history of a CLO manager, reviewing of collateral
of the underlying portfolio and cash flow models, and comparing the potential investment’s
structure against other investment opportunities currently in the market.

Each of the Funds is managed according to the terms of its relevant Governing Documents. As
discussed above, the SMA Clients currently invest alongside the Structured Credit Funds in respect
of certain investments, as deemed appropriate by Clarion and in accordance with each SMA
Client’s respective IMA.

Overview of Risks

Participation in Clarion’s investment strategies involves a number of risks. An investment in a
Fund or Clarion-managed SMA may be deemed a speculative investment. Such investments are
designed for sophisticated investors who fully understand and are capable of bearing the related
risk. No guarantee or representation is made that a Fund or SMA Client will achieve its
investment objective or that investors will receive a return of their capital.

All investing involves a risk of loss and the investment strategies offered by Clarion could lose
money over short or long periods. The descriptions contained below include an overview of the
material risks related to Clarion’s investment strategies. To understand all relevant risks and
potential conflicts of interest, investors should carefully review the Governing Documents for
each Fund and SMA Clients should carefully review their IMA prior to making an investment.

General Risks

   •   Dependence on key personnel.

The success of each Fund and SMA Client depends on the financial and managerial expertise of
the principals of Clarion. A loss of one or more individuals could have a material adverse effect
on the performance of the Funds and SMA Clients. With respect to management at the portfolio
company level, many portfolio companies rely on the services of a limited number of key
individuals, the loss of any one of whom could significantly adversely affect the portfolio
company's performance. While in all cases Clarion will monitor portfolio company management,
management of each portfolio company will have day-to-day responsibility of such portfolio
company. Although Clarion will be responsible for monitoring the performance of portfolio
companies, there can be no assurance that an existing management team, or any successor, will

be able to successfully operate a portfolio company in accordance with Clarion’s strategy with
respect to the Fund’s investments in such portfolio companies.

    •   Location and Infrastructure.

Clarion maintains its headquarters in New York City. Loss of access to its offices and/or loss of
key personnel, whether through fire, terrorist action, earthquake, pandemic or some other
catastrophic event, could affect Clarion’s operations and the investment returns of the Funds. A
serious impairment to the infrastructure of such office, such as extended loss of power or a
prolonged restriction of physical access to the building, also could adversely affect Clarion’s
operations and the Funds’ investment returns. Similar risks may apply to the Funds’ service
providers or other counterparties (including administrators, lenders brokers, attorneys,
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