Harvest Partners LP

Fees and Compensation
Management Fee

Harvest or an affiliated entity earns a management fee from certain Funds in accordance with their
respective offering documents and limited partnership agreements. The HP PE Funds, generally,
pay the Firm a per annum fee ranging up to 2.0%, tri-annually in advance, based on the aggregate
capital commitments during a defined commitment period. Thereafter, the management fee will
typically be reduced (a) as the basis for such fees shifts from aggregate capital commitments to
invested capital and (b) as the rate for such fees decreases for certain Funds by 25 basis points
(usually for two years from the end of the commitment period) and then by another 25 basis points.
The reductions of the management fee also are expected to vary with respect to certain series of
limited partnership interests issued by a Fund. 2 Such management fees are payable on a pro rata
basis for any period that is less than a full four-month period.

    For instance, the management fee for HP VIII is generally calculated as follows: (i) 1.75% per annum of aggregate
    commitments (or 0.875% per annum for Series B Interests, which bear a higher carried interest) during the
    commitment period, (ii) thereafter and until the second anniversary of the end of the commitment period, 1.75%
    per annum of invested capital (or 0.875% per annum for Series B Interests), and (iii) after the second anniversary

The HP SCF Funds, generally, pay the Firm an annual management fee equal to the greater of (i) a
defined minimum fee or (ii) a fee equal to 1.5% per annum based on cumulative capital
contributions (without giving effect to any return or reinvestment of capital). Such management
fee will be paid tri-annually in advance during the defined commitment period. Thereafter, the
management fee paid by the HP SCF Funds will be reduced to a management fee equal to 1.5% per
annum of invested capital. Such management fees are payable on a pro rata basis for any period
that is less than a full four-month period.

The HP Credit Clients, generally, pay the Firm a per annum management fee ranging from 0.50%
to 0.90%, based on the invested capital.

The HP Ascend Funds, generally, pay the Firm a per annum fee of 2.0%, tri-annually in advance,
based on the aggregate limited partner capital commitments during a defined commitment period.
Thereafter, the management fee will typically be reduced (a) as the basis for such fees shifts from
aggregate limited partner capital commitments to invested capital and (b) as the rate for such fees
decreases for certain Funds by 25 basis points. Such management fees are payable on a pro rata
basis for any period that is less than a full four-month period.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
management fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”),
management fees generally will be charged based on a formula tied to the amount of the relevant
Fund’s limited partners’ aggregate commitments. Further, after the Stepdown Date, management
fees generally will be charged and calculated based on a formula tied to the amount of capital
invested (capital contributions by limited partners, Fund borrowings to fund portfolio investments
and the amount of any capitalized Other Fees (as defined below) and expenses by the relevant Fund
in portfolio investments to the extent they have not been realized or determined worthless
(“Worthless Investments”). Due to differences in the criteria set forth in their respective Governing
Documents, in the event more than one Fund participates in an investment, it is possible that an
investment will become a Worthless Investment for purposes of one Fund’s Governing Documents
but not those of one or more other Funds.

As a result, the amount of management fees generally will not correspond with fluctuations in the
net asset value of individual investments or of a Fund, including following the relevant investment
period, and will not be reduced in connection with any write downs (whether temporary or
permanent), except in the case of Worthless Investments. In many circumstances, the post-
Stepdown Date management fee base will include capitalized transaction-specific fees and expenses
of unrealized investments, including certain fees (such as Other Fees) and expenses paid to Service
Providers, Operating Executives (each as defined below), and/or Harvest or its affiliates. Further,
management fees generally will not be reimbursed or refunded under the Governing Documents in
the event of realizations, dispositions, partial or full write-downs or Worthless Investment
determinations that occur partway through the relevant calculation period.

   of the end of the commitment period, 1.5% per annum of invested capital (or 0.75% per annum for Series B
   Interests).

Management fees may be subject to certain offsets as defined in each of the Funds’ respective
Governing Documents. All management fees were negotiated with the Funds’ investors prior to
their investment in the applicable Fund. Harvest can elect to waive all or a portion of any future
management fees payable by certain Funds; any amounts so waived by such Funds will be applied
against the capital commitments of the applicable general partner and other related persons of
Harvest to the Funds. In addition, personnel and certain other individuals that invest in the Funds
may not pay fees or carry or vote their interest, as permitted by the terms of the applicable Fund’s
respective Governing Documents.

As discussed further below under “Co-Investments”, the general partner of a Fund reserves the right
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Types of Clients
Harvest provides investment advisory services to privately offered pooled investment vehicles and
certain managed accounts, in addition to providing sub-advisory services to a third-party adviser in
respect of certain assets of private CLOs. For information on minimum commitment amounts,
please see the related Fund’s offering documents.

Investment in the Funds is limited to investors that meet certain financial sophistication
requirements. Investors in the Funds must be (i) “accredited investors” within the meaning of
Regulation D under the Securities Act of 1933, as amended, and/or, generally, (ii) “qualified
purchasers” within the meaning of the Investment Company Act of 1940, as amended (the “1940
Act”). Certain Harvest employees who qualify as “knowledgeable employees” under Rule 3c-5 of
the 1940 Act are also permitted to invest directly or indirectly in the Funds. Investors considering
an investment in the Funds should consult with their own investment, tax and/or legal consultants
prior to investing.

The partners of a Fund enter into separate agreements, commonly referred to as “side letters”, or
other similar agreements with a particular investor in connection with its admission to a Fund
without the approval of any other investor or advisory board. Certain side letter provisions have
the effect of establishing rights, benefits or privileges under, or altering or supplementing, the terms
of the relevant Fund’s partnership agreement that are more favorable than the terms given to other
limited partners (including with respect to carried interest and management fees). As a result of
such side letters, certain limited partners will receive additional benefits that other limited partners
will not receive (or terms that are more favorable than the terms given to other limited partners)
(none of which generally will be subject to the “most-favored nation” provisions of a Fund’s
Governing Documents), including, without limitation, (i) “most favored nations” treatment with
respect to terms granted in other side letters, (ii) the right to appoint a voting or non-voting member
to the board of advisors, (iii) terms that relate to the tax, legal or regulatory situation, internal
policies, structural attributes, operational or contractual requirements, principal place of business,
jurisdiction of formation or domicile or organizational form of the applicable limited partner, (iv)
waivers of the confidentiality obligation under the relevant Fund’s partnership agreement, (v) the
right to be excused from the obligation to make a capital contribution with respect to a portfolio
investment as a result of a legal, regulatory, policy-based or other similar restriction or limitation
applicable to the limited partner, (vi) representations and covenants from the general partner or
Fund addressing the payment of placement fees or similar payments made with respect to the
admission (or continued investment) of the applicable limited partner, including provisions intended
to address the requirements of anti-“pay-to-play” or similar regulations, (vii) consents to or rights

with respect to the sale, exchange, assignment, mortgage, hypothecation, pledge or other transfer of
the applicable limited partner’s interest in a Fund, (viii) rights with respect to reporting or notice of
or access to information not otherwise contemplated by the relevant Fund’s partnership agreement,
(ix) terms clarifying or limiting the scope of any power of attorney set forth in the relevant Fund’s
partnership agreement or any subscription agreement, and (x) waivers, discounts or other reductions
to the management fee, carried interest or other economic benefits, including limitations on the
applicable limited partner’s pro rata share of any general or specific category of fees, costs or
expenses of a Fund. Any rights established, or any terms of the relevant Fund’s partnership
agreement altered or supplemented, in such side letters or other writings with a limited partner will
govern with respect to such limited partner notwithstanding any other provision of the relevant
Fund’s offering documents or partnership agreement. Such side letters will result in differential
treatment among the limited partners. Other side letter rights are likely to confer benefits on the
relevant limited partner at the expense of the relevant Fund or of limited partners as a whole,
including in the event that a side letter confers additional reporting, information rights and/or
transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund.
Except in the circumstances and on the timing required by Governing Documents, other investors
will not receive disclosure of side letters or related provisions. For the avoidance of doubt,
agreements or writings entered into with a limited partner or any of its affiliates or related parties
granting economic concessions or other benefits to such party in its capacity as a co-investor
(including co-investment economics) will not constitute a “side letter” for purposes of the relevant
Governing Documents.

Harvest is likely to have its own economic and/or other business incentives to provide certain terms
to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the
ability of a limited partner to provide sourcing or other services to Harvest, its affiliates and
personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships
that have the potential to provide longer-term benefits to Harvest, its affiliates and personnel, or the
Funds). To the extent an investor is subject to statutory or other limitations on indemnification, or
otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or
be required to bear an increased portion of indemnification amounts. As a consequence of one or
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