Harvey Capital Partners LP

Item 5: Fees and Compensation

Management Fee

As an investment adviser to the Funds, as governed by the Offering Documents, Harvey receives a
Management Fee generally equal to an annual rate of up to 1.5%.

The Management Fee is paid for each month equal to one-twelfth of up to 1.5% multiplied by the
balance of each Capital Account of an Investor as of the end of such month (before taking into account
the estimated accrued Incentive Allocation, if any). The Fund will calculate and pay the Management
Fee in arrears. For information regarding Incentive Allocation (as defined below), please see
“Performance-Based Fees” in Item 6 below.

Harvey may, in its sole discretion, waive or modify the Management Fee for Investors.

Other Fees and Expenses

Organizational and Offering Expenses of the Funds

The Funds will bear all of their organizational and offering expenses and will reimburse Harvey, and/or
the General Partner, as applicable, to the extent that any of them bears organizational or offering
expenses on behalf of the Funds. Such organizational and offering expenses will include, without
limitation, all costs and expenses incurred in connection with the Funds’ formations and the marketing,
offering, and sale of the Interests, including, but not limited to, legal and accounting fees and expenses,
registration fees, filing fees, and all costs and expenses incurred in connection with the preparation of
offering and organizational documents, marketing and similar materials, and drafting and negotiating
contracts with service providers in connection with the launch of the Funds.

Operating Expenses

In general, the Funds will bear all of their operating expenses on a pro rata basis (collectively, the
“Fund Expenses”), which expenses will include, without limitation: investment-related costs and
expenses; fees and expenses related to portfolio exposure and performance management systems;
expenses relating to the development and maintenance of artificial intelligence tools and systems; the
Funds' legal, accounting, tax preparation and other professional expenses; third-party administration
costs, fees and expenses; compliance and reporting expenses; the Funds' pro rata share of insurance
costs; taxes; costs and expenses incurred in attempting to protect and enhance the value of
investments; fees and expenses related to activist-related activities; fees and expenses of independent
members of governance committees; fees relating to liquidation; proxy and securities class action
advisory firm fees; cybersecurity services; expenses relating to the offer and sale of interests and
withdrawals; the Funds' pro rata share of the expenses of the Master Fund; organizational expenses;
and other reasonable expenses related to the operation of the Funds as discussed in full in their
Offering Documents.

In general, each Investor will bear its proportionate share of the Fund Expenses on a pro rata basis with
respect to the size of the Investor’s investment(s). The General Partner may, however, allocate
expenses on another basis, including by allocating certain expenses to certain (but not all) Investors, if
the General Partner determines that such an allocation is more equitable.

From time to time, Harvey, the General Partner, and/or their affiliates may elect to bear certain
expenses on behalf of the Funds that would otherwise be Fund Expenses. Harvey, the General Partner,

Harvey Capital Partners, L.P.                                                  Form ADV Part 2A

and/or their affiliates will not have any obligation to bear such expenses and may elect at any time (in
whole or in part) to cease bearing such expenses on behalf of the Funds.

Harvey, the General Partner, and/or the Principals may advance funds on behalf of the Funds, and
Harvey, the General Partner, and the Principals, as the case may be, will be reimbursed by the Funds
for such advanced amounts.

Harvey, from time to time, intends to engage a fund administrator or similar service providers to
perform certain functions in relation to the Funds. The Funds may bear the expense of some third-
party service providers, even if there is some overlap in the services provided by such third-party and
Harvey personnel.

When a broker is used in connection with an investment by a Fund, such Fund will incur brokerage
and other transaction costs. For a further discussion of these and related items, please see “Brokerage
Practices” in Item 12 below.

Item 7: Types of Clients

Currently, Harvey intends to provide investment advice only to the Funds. Each of the Funds’ Offering
Documents sets forth the eligibility criteria for Investors. Subject to the discretion of Harvey to accept
less, the minimum initial investment threshold for the Funds is $10,000,000.

Onshore Fund

Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S.
Securities Act of 1933 (the “Securities Act”), and (ii) a “qualified purchaser”, as defined in the U.S.
Investment Company Act of 1940 (the “Company Act”). The Subscription Agreement contains
representations and questionnaires relating to these qualifications.

Harvey Capital Partners, L.P.                                                 Form ADV Part 2A

Offshore Fund

Each Investor generally must be either (i) a non-U.S. Person or (ii) a Permitted U.S. Person that qualifies
as an “accredited investor,” as defined in Regulation D under the Securities Act, and a “qualified
purchaser,” as defined in the Company Act, and must meet other suitability requirements. The
Subscription Agreement contains representations and questionnaires relating to these qualifications.