Harvest Management LLC

Fees and Compensation
Harvest is compensated for providing services to the Funds as set forth in the respective Limited
Partnership Agreement and other Fund offering materials. The compensation includes both
management fees, which are payable quarterly in advance, quarterly in arrears or monthly in advance
depending on the Fund, and performance-based fees. The Funds’ annualized management fee is 1%
and the SMA has a fixed management fee, while the performance-based fees generally range from
15% to 20% of the net capital appreciation. Notwithstanding such the negotiability of the
management and/or performance-based fees are subject to the discretion of Harvest and/or the
General Partner, and under certain circumstances other rates may be charged. Since the Funds’
Limited Partnership Agreements limit the rights of Fund investors, except under limited
circumstances, to withdraw from the Funds, investors will not be able to relinquish their obligation

to pay the management and performance-based fees specified in Fund offering materials, once they
are admitted into the Funds.

In addition to Management and Performance fees, Investors will bear indirectly the fees and expenses
related to the Partnership’s operations charged to the Funds. Those fees include expenses of portfolio
transactions such as brokerage commissions and custody charges, interest and commitment fees on
loans and debit balances, entity-level taxes, governmental fees, legal fees and costs, organizational
expenses, accounting and audit expenses, and professional fees of consultants incurred in connection
with the operations of the Funds.

The fees and expenses applicable to each Fund are set forth in detail in each of the Fund's respective
offering documents and prospective and current Investors are strongly encouraged to review those
materials to fully understand the total amount of fees and expenses to be paid by the Funds.

Harvest and its personnel may invest in one or more of the Funds and Harvest's personnel are not
charged a Management Fee or a performance fee by the applicable Funds. However, those Investors
are allocated their pro-rata share of other expenses paid by the Funds. Finally, the General Partner
reserves the right to waive or impose different fees or otherwise modify the fee arrangements of an
existing Investor with the consent of such Investor. In addition, each Fund reserves the right to
impose different fees on future Investors.

Depending on the particular Fund that an Investor is invested in, Investors may make partial or full
withdrawals of their interests in the Fund at the end of each calendar month, quarter or year end
(“Withdrawal Date”) upon 25 to 45 days prior written notice to Harvest. Investors in one Fund in
which the Withdrawal Dates are at the end of each year end may also make partial or full withdrawals
of their interest at the end of each calendar month end upon at least 25 days prior written notice
provided that a penalty fee equal to 3.5% of the amount withdrawn for any such non-year end
withdrawal is paid to the respective Fund. Investors in another Fund in which the Withdrawal Dates
are at the end of each calendar quarter may also make partial or full withdrawals of their interest at
the end of each calendar month end upon at least 25 days prior written notice provided that a penalty
fee equal to 3% of the amount withdrawn for any such non-quarter end withdrawal is paid to the
respective Fund.

The actual distribution of assets based on Investor withdrawal requests will be made within 15 or 30
days (depending on which Fund the investor is invested in) following the Withdrawal Date. An
Investor who is withdrawing 95% or more of their interest, shall be paid 95% of the estimated
withdrawing Investor’s interest amount in the respective Fund within 15 or 30 days following the
Withdrawal Date and the balance with interest within 30 days after completion of the respective
Fund’s audit. In addition, should an Investor redeem their shares, in whole or in part, any incentive
based fee accrued to date will be charged to the Investor accordingly.

Performance Based Fees and Side-by-Side Management
As stated in the Fees and Compensation section above, Harvest charges performance-based fees. The
General Partner participates in the investments of the Funds pro rata in accordance with capital
accounts and receives an annual incentive allocation that is calculated at a rate ranging from 15% to
20% (depending on the Fund) of the net capital appreciation, realized and unrealized, allocated to

each Investor in the Funds for a fiscal year, provided, however, that an incentive allocation will only
be made with respect to the excess of the net capital appreciation: (i) after recovery of any prior years'
losses attributable to such Investor; and (ii) in the case of two of the Funds, subject to a hurdle rate,
catch-up provisions and any prior loss carryforwards.

Any performance-based compensation is calculated in accordance with Rule 205-3 under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"). Such compensation is generally
not negotiable, but under special circumstances other rates may be charged as determined by Harvest
and/or the General Partner. The existence of a performance-based fee component to an advisory
relationship may create an incentive for an adviser to make investments that are riskier or more
speculative than would be the case in the absence of the performance-based compensation
arrangement. However, notwithstanding the potential conflict, Harvest manages the Funds in
accordance with investment mandates set forth in offering documents and/or advisory agreements to
ensure that it is managing the Funds in accordance with defined investment objectives.

Types of Clients
The Funds are partnerships and limited liability companies formed in U.S. that primarily invest in
"event driven" strategies, including merger arbitrage, special situations, long/short equity and
investments in distressed securities.

The Investors in the Funds may include, among others, Harvest employees, U.S. high net worth
individuals, corporations, trusts, institutions, financial institutions, and government entities. The
Funds have a minimum initial subscription requirement of $1 million, subject, in each case, to the
discretion of Harvest and/or the General Partner to accept lesser amounts.

The Funds and/or Harvest will be authorized, without the approval of any Investor, to enter into “side
letters” or similar written agreements with investors that have the effect of establishing additional
and/or more favorable rights under, or altering or supplementing the terms of the Limited Partnership
Agreement, such Investor’s Subscription Agreement or other related agreements. The ability of other
Investors to elect to receive the benefit of such side agreements may be limited by Harvest and/or the
General Partner.

Methods of Analysis, Investment Strategies and Risk of Loss
As noted, Harvest’s investment program primarily consists of "event driven" investing, specifically
merger arbitrage, special situations, long/short equity and investments in distressed securities. The
Fund's investment objective is to make investments, both long and short, principally in the securities
of public companies that are believed to be undervalued or overvalued with the objective of
substantial capital appreciation over a short to intermediate term time horizon. The Funds emphasize
investments in situations where an "event" or "events" have triggered a major structural
transformation in a specific company or industry; or a change in "the market's" perception of the
future outlook for a specific company or industry. In evaluating potential investments, Harvest seeks
to identify the catalyst or catalysts causing a real or perceived transformation, such as: a management
reorganization, proxy fight, spin-off, sale of divisions, assets or subsidiaries, takeover offer or
agreement, acquisition, liquidation or bankruptcy. Once a potential investment situation has been
identified, Harvest attempts to determine the underlying asset value of the security and calculate the
probability of the market rectifying the undervalued or overvalued nature of the security. In situations

where the probability of the market reevaluation is high, and the trade-off between risk and reward
(adjusted for such probabilities) is favorable, Harvest takes the appropriate long or short position.

Although Harvest invests primarily in equity securities, the Funds’ may also invest in debt securities,
options, convertible securities, bank debt (both term loan and revolving loan facilities), warrants and
American Depository Receipts ("ADRs"). In addition, Harvest may also invest in currencies and
currency forward contracts and options (primarily to hedge currency risk in foreign investments),
and, subject to full compliance with applicable regulations, commodity futures contracts and options.
A portion of Harvest’s assets may be invested in "below investment grade" securities, including high
yield securities, corporate and government securities in emerging markets, leveraged bank debt,
distressed debt and related securities. Generally, "below investment grade" refers to securities that
are rated (or, if not formally rated, presumed to be rated) below BBB- (or its market equivalent). The
Funds may sell securities short and may borrow money from brokerage firms or banks (subject to
applicable regulations), in order to leverage its investment and trading returns. Generally, securities
are purchased and sold on national securities exchanges and/or in the over-the-counter markets
through various securities dealers. However, from time-to-time securities may be purchased or sold
in private transactions. The Funds invest primarily in securities of U.S. issuers, although it may also
invest in various securities of foreign issuers.

An investment in the Funds entails a significant degree of risk and therefore should be undertaken
only by Investors capable of evaluating the risks of the Funds and bearing the risks it represents. Set
forth below is a non-exhaustive list of such risks and prospective Investors are advised to review the
applicable Fund offering materials for a more extensive description of the risks of investing in the
Funds:

   1. Possible adverse effect of substantial withdrawals in the Funds
   2. Business and regulatory risks of hedge funds
   3. Utilization of leverage and/or margin
   4. Illiquidity of the Funds’ investments
   5. Changes in legal, fiscal, and regulatory regimes
   6. Potential for insolvency of trading counterparties and custodians
   7. Nature of investing in undervalued securities
   8. Nature of equity or equity-related investments
   9. Nature of short selling
   10. Nature of investments in derivatives
   11. Non-U.S. Investments
   12. Dependence on Harvest’s key personnel
   13. Portfolio concentration
   14. Lack of liquidity of interests in the Funds
   15. Investment environment and market risk
   16. Market volatility risks
   17. Availability of resources to complete the investment due diligence process
   18. Significant fees and expenses charged by the Funds
   19. Nature of event-oriented trading, special situations investments, merger/capital/convertible
       arbitrage investments, and distressed investing
   20. Cybersecurity risks

Investments in the Funds and the underlying securities in which they invest are highly speculative.
The Funds may not be successful in meeting their performance objectives. Investors should not
subscribe to the Funds unless they can bear the risk of a complete loss of their committed capital.
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