Harlan Capital Partners LLC

ITEM 5. FEES AND COMPENSATION

A. The specific terms of Harlan’s fees and compensation arrangements are set forth in each
   of the Client’s Offering Documents. The Firm charges a management fee, payable
   quarterly or semi-annually in advance, equal to the product of up to 2.0% annually of
   aggregate investor commitments commencing upon the initial closing date through the
   expiration of three years following the final closing date, as further disclosed in each
   Client’s Offering Documents. Thereafter, the management fee will be charged on the
   basis of the net asset value of each investor’s commitment, as further described in the
   Offering Documents. The Firm may, at its discretion, waive, reduce, or calculate
   differently the management fee for certain investors. Harlan will also be eligible to
   receive a performance-based profit allocation (“Carried Interest”) with respect to
   realized investments. Additionally, the Firm reserves the right to make any such
   exemption from fees and/or Carried Interest for any Client. The details of such fees, or
   the exemptions thereof, will be disclosed in the Offering Documents of the related
   Client.

B. Harlan deducts the management fee from the Clients’ accounts quarterly or semi-
   annually in advance, as further disclosed in each Fund’s Offering Documents.

C. In addition to the management fees described above, each Client is responsible for
   certain of its operating expenses as disclosed in each Client’s Offering Documents.
   These expenses include all organizational expenses and expenses associated with each
   Fund offering, including legal, filing, marketing, and accounting fees. Other ongoing
   Fund expenses may include those related to the operation and administration of each
   Fund, including, without limitation: legal fees; annual investor meeting expenses;
   premiums for errors and omissions insurance, fidelity insurance and officers and
   directors liability insurance for the General Partners and Harlan (and their members,
   employees and agents); fees payable to any third-party service providers, auditing, tax
   preparation and accounting expenses and other professional fees, fees payable to the
   Funds’ administrators and custodians, investor reporting and bookkeeping expenses
   (including software license fees); expenses related to compliance with applicable
   regulatory and/or reporting requirements with respect to the Funds; expenses related
   to compliance by the General Partners, Harlan or their affiliates with applicable
   regulatory and/or reporting requirements with respect to the management and/or
   sponsorship of the Clients that may be imposed by certain regulatory bodies including
   the costs of registering as an investment adviser and maintaining such registration,
   corporate licensing fees, annual fees payable to governmental authorities, as applicable,
   due diligence costs (including travel expenses and any broken-deal fees or expenses)
   related to investment selection and ongoing monitoring and operational diligence with
   respect to investment opportunities (whether or not consummated) and existing
   investments; interest expense associated with any borrowing by the Funds; and the
   Clients’ pro rata share of expenses of each Investee Vehicle in which it invests, including
   commissions, interest expense, custodial fees and other trading expenses, general

   overhead and administrative expenses and compensation to a General Partner or
   Harlan of each such Investee Vehicle, as applicable. For a more complete description of
   the expenses associated to each Client, please review the applicable Offering
   Documents.

   Expenses paid by the Funds are allocated among any related co-investment vehicles
   that participate in the activities and/or investments or potential investments generating
   such expenses. However, in the event that a co-investment opportunity is not
   consummated, and prospective investors do not agree to bear their share of any broken
   deal expenses, such expenses will be considered operating expenses and be borne by
   the applicable Funds.

D. The Clients pay management fees, in advance, on a quarterly or semi-annual basis, as
   further disclosed in each Fund’s Offering Documents. In the unlikely event that Harlan
   does not provide services for a full period, or if accounts are terminated according to
   the terms set out in each Fund’s Offering Documents, before the end of the relevant
   period, a pro-rated fee will be returned to the Fund.

E. Neither Harlan nor any of the Firm’s supervised persons will accept compensation for
   the sale of securities or other investment products.

ITEM 7. TYPES OF CLIENTS

As further described in Item 4 of this Brochure, the Firm currently provides investment
advice to the Clients, which are private fund investment vehicles exempt from registration
under the Investment Company Act. These Clients will be limited to individuals and
entities that meet the criteria of “accredited investors” and “qualified clients,” “qualified
purchasers,” or “knowledgeable employees.”

Prospective investors should refer to the Offering Documents of each respective Client for
information on minimum investment requirements. Typically, Harlan will require a
minimum investment of up to $2,000,000, although Harlan maintains discretion to
individually waive, increase or reduce the minimum investment required.