Frazier Management LLC

Item 5 – Fees and Compensation

Compensation and Fee Schedules

Frazier typically receives a management fee from each of the Frazier Funds. With respect to the
Frazier Buyout Funds, Frazier typically receives a management fee which is generally equal to a
percentage of the limited partners’ capital commitments to such Frazier Fund. With respect to
the Frazier Credit Funds. Frazier typically receives a management fee which is generally a
percentage of the term loan advance or the par value of investments. The fee percentage and/or
the base upon which the fee is calculated may vary with the size of the Frazier Fund and may also
vary over the life of the Frazier Fund, as negotiated and determined at the time the Frazier Fund
is established and as set forth in its Governing Documents. With respect to the Frazier Buyout
Funds, the percentage generally starts at 2.0% annually and is then generally reduced per year
for each annual period beginning at some point after the Frazier Fund’s active investment period

has ended, and in certain situations, when a successor fund has commenced operations (the
“Stepdown Date”). The Frazier Credit Funds generally charge a management fee equal to 0.75%
of the term loan advance or the sum of the par values of investments (including the amount of
certain outstanding borrowings). Investors participating in a closing after a Frazier Fund’s initial
closing date bear the management fee from the initial closing date and organizational and

partnership expenses from the date of such Frazier Fund’s formation, generally in addition to an
interest component payable to Frazier or an affiliate.

Certain Frazier Funds’ Governing Documents permit the management fee to be reduced for a
reduction in the General Partner’s capital contribution obligation for such period. Upon a
reduction, the investors in a Frazier Fund are then required to make a pro rata contribution
according to their respective commitments to fund any such waived management fee that Frazier
elects to treat as a contribution and, as a result, the exercise of such waiver may result in an
acceleration of investor capital contributions.

Under the Governing Documents, the management fee will be calculated and charged on a basis
that generally is not tied to the Frazier Fund’s then-current net asset value. As further specified
in the Governing Documents, with respect to the Frazier Buyout Funds, management fees will
initially generally be charged based on a formula tied to the amount of the relevant Frazier
Buyout Fund’s aggregate commitments. However, after a certain date specified in the Governing
Documents a Frazier Buyout Fund’s management fee generally will be charged and the Frazier
Credit Funds’ management fee generally will be charged, and calculated based on a formula tied
to the amount of contributed capital, par values of investments (including where applicable, a
Frazier Fund borrowing component and the amount of any capitalized Supplemental Fees (as
defined below) or expenses) or the cost basis of investments that have not been realized,
disposed of or reduced by any permanent write-downs, as applicable, pursuant to the Governing
Documents. As a result, except where the Governing Documents expressly provide to the
contrary, the amount of management fees generally will not correspond with fluctuations in the
Frazier Fund’s net asset value, including where the fair market value of an investment exceeds
or falls below the total amount of contributed capital, par values of investments (including,
where applicable, a Frazier Fund borrowing component and the amount of any capitalized
Supplement Fees (as defined below) or expenses) or the cost basis relating to the Frazier Fund’s
aggregate investment(s) in its portfolio companies that have not been realized, disposed of or
permanently written down, as applicable. Therefore, except where the Governing Documents
expressly provide to the contrary, the management fee generally will not be reduced in
connection with any partial sales or dispositions, distributions (e.g., those resulting from a
dividend recapitalization), partial realizations, reorganizations, temporary write-downs,
restructurings, roll-over investments, extraordinary dividends made with respect to, or similar
transaction related to an investment or in circumstances where one or more other Frazier
Fund(s) divest their respective investment(s) in the relevant portfolio company, whether in
whole or in part, in each case in circumstances that do not result in the complete disposition or
permanent write-down of the relevant Frazier Fund’s interest therein (even in cases where the
value of the Frazier Fund’s investment or the Frazier Fund’s ownership percentage in such
investment has been reduced (including substantially reduced) as a result of such partial sale or
disposition, distribution (e.g., those resulting from a dividend recapitalization), partial
realization, reorganization, temporary write-down, restructuring, roll-over investment,
extraordinary dividend or similar transaction), and in such cases, limited partners will continue
paying management fees based on committed or contributed capital or the cost basis of
investments, as applicable, regardless of any such transaction, except as required by the
Governing Documents. The lack of a requirement to reduce the management fee in connection
with any partial sale or disposition, distribution (e.g., those resulting from a dividend
recapitalization), partial realization, reorganization, temporary write-down, restructuring, roll-
over investment, extraordinary dividend made with respect to, or similar transaction related to,

an investment presents certain conflicts between the interests of Frazier and the interests of
limited partners, including by incentivizing Frazier to pursue such transactions that would result
in the continued payment of management fees.
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Item 7 – Types of Clients

Frazier only provides investment advice to pooled investment vehicles, such as the Frazier
Funds. Investment advice is provided directly to such Frazier Fund and not individually to the
limited partners of such Frazier Funds. The investors in the Frazier Funds have included and, in
the future, may include corporations, financial institutions, funds-of-funds, governmental bodies
or agencies, insurance companies, endowments, foundations, trusts, estates, high net worth
individuals, and pension and profit-sharing plans. The Frazier Funds generally are not required
to register under the U.S. Investment Company Act of 1940, as amended (the “Investment
Company Act”) or register their securities under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), pursuant to various exceptions and exemptions provided under those statutes.
As a result, Frazier generally offers limited partner (or equivalent) interests in the Funds to a
limited number of “accredited investors” as defined in Regulation D under the Securities Act and,
in most cases, exclusively to “qualified purchasers” or “knowledgeable employees” as defined
under the Investment Company Act and the rules and regulations promulgated thereunder. The
Frazier Funds generally require substantial minimum initial investments, which vary by fund
from $0 to $5 million. These minimum initial investments may be waived or reduced under
certain circumstances by the General Partner.