Harris Preston & Partners LLC

Item 5 -Fees and Compensation
A.      Our Compensation for Advisory Services

Funds of Funds
Pursuant to a Management Agreement with each Fund of Funds, the Adviser charges an annual
management fee (the “Management Fee”) based on each Investor’s committed capital to the Fund of Funds.
The amount of the Management Fee generally starts at an annual rate of 2% of committed capital, and
reduces over the life of the Fund of Funds. The Adviser does not receive any performance-based
compensation from any Fund of Funds.

Single Investment Co-Investment Funds and Non-Program Funds
The general partner of each Single Investment Co-Investment Fund and Non-Program Fund (each an
affiliate of the Adviser), receives performance-based compensation in the form of a carried interest (the
“Carried Interest”). In most cases, the general partner of each Single Investment Co-Investment Fund
receives a Carried Interest of 17.5% of distributions made to each Investor after return of the Investor’s
contributed capital; however, the Carried Interest may vary depending on the Single Investment Co-
Investment Fund, and the Adviser may waive or reduce the fees applicable to individual Investors in the
same Single Investment Co-Investment Fund. In addition, future Single Investment Co-Investment Funds
may be offered with different terms. The Carried Interest may be shared with third parties with whom the
Adviser has a strategic relationship.

Rather than investing directly in a portfolio company, some of our Single Investment Co-Investment Funds
will invest indirectly through a special purpose vehicle managed by the sponsor of the Co-Investment
Opportunity (a “Sponsor SPV”). In this case, the Single Investment Co-Investment Fund may also pay fees
and expenses as a limited partner of the Sponsor SPV. These fees and expenses may include management
fees charged by the Sponsor Firm and a carried interest allocated to an affiliate of the Sponsor Firm. If the
Sponsor Firm receives a carried interest in the Sponsor SPV, the Adviser will generally lower its carried
interest in the Co-Investment Fund so that the total interest carried in the Sponsor SPV and the Co-

Investment Fund does not exceed 17.5% of the profits of the Single Investment Co-Investment Fund. If
the Sponsor Firm receives a carried interest in the Sponsor SPV greater than 17.5%, the Adviser will
disclose the amount to the Investors prior to their investment.

In certain cases where there is a realization of a co-investment, the Sponsor of the co-investment may offer
investors the opportunity to roll all or part of their investment into a new special purpose investment vehicle
(a “Continuation Vehicle”). In those cases, we may offer the Investors in the related Single Investment Co-
Investment Vehicle the option to either receive cash from the realization or roll their investment into a new
Single Investment Co-Investment Vehicle that invests in the Sponsor’s Continuation Vehicle. The Sponsor
will generally charge a Carried Interest on HPP’s investment in a Sponsor’s Continuation Vehicle.
Beginning in 2025, HPP will also charge an additional Carried Interest of 5% in each Single Investment
Continuation Vehicle.

The Adviser does not charge the Single Investment Co-Investment Funds or the Non-Program Funds a
management fee; however, the Adviser is reimbursed by these Funds for certain expenses, including a
portion of the salaries of certain employees of the Adviser, including for accounting, legal, compliance and
administrative services (see “Other fees and expenses” below).

Blind Pool Co-Investment Funds
Pursuant to a Management Agreement with our first Blind Pool Co-Investment Fund, the Adviser charges
this Fund an annual Management Fee based on each Investor’s committed capital to the Fund. The amount
of the Management Fee is 1% per year during the Fund’s investment period, which reduces to 0.5% after
that time.

An affiliate of the Adviser serves as the general partner of the Blind Pool Co-Investment Fund and is entitled
to a Carried Interest at the time each co-investment in the Blind Pool Co-Investment Fund is realized after
payment of capital contributions related to such investment and all prior realized investments, subject to a
clawback as described in the Confidential Offering Memorandum for the Fund. The amount of Carried
Interest with respect to distributions to the limited partners in our first Blind Pool Co-Investment Fund
varies depending on the amount of the limited partner’s capital commitment. The Carried Interest
percentage after will be (1) 15% for limited partners that make a capital commitment of less than $5 million,
(2) 12.5% for limited partners that make a capital commitment of more than $5 million but less than $10
million and (3) 10% for limited partners that make a capital commitment of $10 million or more. Future
Blind Pool Co-Investment Funds may be offered with different terms.

If the Sponsor Firm receives a carried interest, the Adviser will generally lower its carried interest in the
Blind Pool Co-Investment Fund so that the total carried does not exceed the agreed upon percentage on the
Investors’ Subscription Agreement, detailed above. If the Sponsor Firm receives a carried interest greater
than the agreed upon 10-15%, the Adviser will seek approval from the Blind Pool Co-Investment Fund’s
LPAC prior to their investment.

General
In accordance with common industry practice, the Adviser or the general partner of any Fund may enter
into “side letters” or side agreements with certain Investors whereby the Adviser or the general partner of
the Fund may grant individual Investors specific rights, benefits, or privileges not set forth in the offering
documents. Such investor specific rights, benefits or privileges may not be applicable to all Investors and
therefore may not be made available to all Investors generally.

B.      How we collect fees
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Item 7 - Types of Clients
Our only Clients are the Funds.

The minimum investment for Investors in each Fund of Funds and the Blind Pool Co-Investment Fund is
$500,000, although the general partner may, in its discretion, allow less than the minimum investment in
certain limited cases.

The Single Investment Co-Investment Funds will vary in size, likely in the $1,000,000 to $25 million range,
although larger opportunities may occur. Each Investor will receive a pro-rata allocation based on its capital
commitment to the related Fund of Funds. If an Investor elects not to invest in a particular Co-Investment
Fund, its allocation may be offered to the other Investors in the related Fund of Funds, and, if necessary to
other strategic investors well known to the Adviser.

Because an affiliate of the Adviser receives performance based compensation from each Co-Investment
Fund, Investors in the Co-Investment Funds must be “qualified clients” as defined in Rule 205-3 of the
Investment Advisers Act of 1940. In addition, all new Investors must also be ”qualified purchasers” as
defined in Section 2(a)(51) of the Investment Company Act of 1940.

In certain instances where additional allocation is available, the Adviser may allow its employees to invest
in a particular Single Investment Co-Investment Fund. Employees must be qualified purchasers and
generally they are limited to $10,000 in any one investment opportunity. With approval from our Board of
Managers, employees may invest more than this amount in an investment opportunity. Upon termination
of employment (whether voluntary or involuntary), the Adviser has the discretion, but not the obligation,
to purchase the employee’s investment back at the current fair market value.

For further discussion of these and related items, see Item 4 – Advisory Business.