Haveli Investment Management LLC

ITEM 5: FEES AND COMPENSATION

Advisory Management Fees

Haveli generally receives advisory management fees (“Management Fees”) from the Funds.
Management Fees are generally based on capital commitments or, at certain times during a
Fund’s life, capital contributions. These fees are set forth in detail in each Fund’s
Organizational Documents. In the sole discretion of Haveli or its affiliates, fees and expenses,
if any, may be, and in certain cases are, waived, reduced or calculated differently for the
Funds, both voluntarily and on a negotiated basis with selected Investors via side letter and other
arrangements, which may not be disclosed to other Investors in the same Fund. Certain Fund
Investors that are “friends and family” of Haveli or are affiliates of Haveli will not bear fees or
certain performance-based profits (“Carried Interest”) with respect to their interest in the Funds.
Such side letters with certain Investors have the effect of establishing rights under, or altering or
supplementing the terms (including economic or other terms) of the Organizational Documents
with respect to such Investors. The fee structures described herein have the potential to be
modified. Fees may differ from one Fund to another, as well as among Investors in the same
Fund. Certain Funds may not pay Haveli any Management Fees. In certain cases, Haveli may
also receive Management Fees from co-Investors or co-investment vehicles, which Management
Fees may differ from those borne by a Fund. Certain other co-Investors or co-invest vehicles do
not pay any Management Fees. Unless otherwise agreed with a Fund’s Investors, Management
Fees will continue to be payable during any term extension.

With respect to certain Funds, on a date specified in the Organizational Documents (the
“Stepdown Date”), the Management Fee customarily decreases and is thereafter calculated
based on the amount of aggregate capital contributions, less the aggregate amount of capital
contributions with respect to the portion of each investment that has been disposed of (each
a “Disposition”) or permanently written-down (such investments, “Impaired Investments”).

Because Management Fees are calculated based on aggregate capital contributions, less any
Dispositions or Impaired Investments, following the Stepdown Date, the Organizational
Documents do not require any reduction or refund of Management Fees following any
dividend, distribution (including those arising from dividend recapitalizations), reorganization,
restructuring, roll-over investment, or similar transactions where the Fund has not completely
disposed of its interest in the portfolio company, even if the value of the Fund’s interest has
been reduced (including materially reduced) (each a “Recap Distribution”) or any decrease in
value (whether temporary or permanent), in each case except to the extent such events
constitute a Disposition or Impaired Investment. As a result, the Management Fees generally
will not track changes in the fair value of any individual investment or of a Fund.

Other Fees (as defined below, and which include but are not limited to transaction fees) and
other fees, costs and expenses allocated to a portfolio company at the time of investment
(collectively, “Capitalized Costs”) are generally included in the amount of aggregate capital
contributions with respect to such portfolio company. Accordingly, where the Management
Fee base post-Stepdown Date is based on aggregate capital contributions, less any
Dispositions or Impaired Investments, such base will include the value of such Capitalized
Costs, including those payable or reimbursable to Haveli and its affiliates. This would increase
the amount of Management Fees paid to Haveli. Such increase is in addition to the
Management Fees paid to Haveli and/or its affiliates.

The Organizational Documents generally do not provide for the reimbursement or refund of
Management Fees in the event of Dispositions or Impaired Investments occurring mid–
calculation period. The General Partners also receive Carried Interest, as described below in

ITEM 7: TYPES OF CLIENTS
Haveli currently provides investment supervisory services to the Funds. Investment advice is
provided directly to the Funds (subject to the direction and control of the General Partner of each
such Fund, if applicable) and not individually to Investors in such Fund.

See Item 4 – Advisory Business.