Havencrest Capital Management LLC

Item 5. Fees and Compensation

Item 5.A and 5.B: Description of Compensation Arrangements

Below is a discussion of how the Adviser is typically compensated in connection with
providing advisory services to its Clients. Because the Adviser may enter into different fee
arrangements on a client-by-client basis, please ensure you obtain and carefully read and study all
applicable Offering Documents for any Fund or Fund(s) for which the Adviser provides investment
advisory services. The information contained herein is a summary only and is qualified in its
entirety by the Client’s Governing Documents. Investors and prospective investors are advised that
they should consult with their own legal, financial, tax and other advisers when making any
investment decision.

The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as
defined below) or similar performance-based remuneration from a Fund. A Fund, and/or its
portfolio companies may also make other payments to the Adviser or its affiliates for services
provided to the portfolio companies which, in certain circumstances, may reduce the Management
Fees payable to the Adviser. Additionally, consistent with the Governing Documents of a Fund,
the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with
the services provided to the Fund and/or the portfolio companies.

Management Fee

The Management Fees received will be based on committed or invested capital in accordance
with the terms of the Governing Documents of the relevant Fund. Havencrest may, in its sole
discretion, manage other funds with higher or lower fees, different fee structures and different
expense payment arrangements than current Funds. The Adviser’s current Management Fees
are 2% of capital committed per annum to the relevant Fund during the investment period and
up to 2% per annum of invested or committed capital remaining following the investment period,
depending, in particular, on market terms, the strategy of the relevant Fund, the amount of assets
under management with the Fund and the point in time in the life cycle of the relevant Fund.
The Management Fee will be paid quarterly, in advance, and deducted directly from the relevant
Fund’s account.
Performance Allocation
The Adviser or its affiliates typically receive Carried Interest allocations from each of the
Fund(s) of up to 20% of distributable cash of each portfolio investment. Carried Interest
allocations may be subject to hurdles and/or claw-backs, depending on, among other things, the
strategy of the relevant Fund(s) and market returns. For additional information, please refer to
the specific Governing Documents for each Fund(s) which may contain different Carried Interest
provisions and payment structures than that described above.

Item 5.C: Other Fees and Expenses

Organizational Expenses

A Fund will bear the organizational and startup expenses of the Fund, the General Partner and
the Adviser, and the offering of the interests, up to a maximum amount as detailed in each Fund’s
Governing Documents (collectively, the “Organizational Expenses”). Organizational
Expenses in excess of the maximum amount, if any, will either be borne by the General Partner
or the Adviser, or applied as an offset against the Management Fee.

Partnership Expenses
Fund(s)’ will typically be responsible for costs, expenses and liabilities that in the good faith
judgment of the General Partner are incurred by or arise out of the operation and activities of
the Fund (“Partnership Expenses”), including but not limited to: (i) all expenses incurred in
connection with the business, affairs and operations of the Fund; (ii) all expenses incurred in
connection with the development of any Portfolio Investment, including the employment of
third-party consultants or engineers; (iii) brokerage and finders’ fees and commissions; (iv) all
expenses incurred in connection with the securing of financing; (v) all expenses related to
investing the Fund’s cash reserves; (vi) all costs and fees relating to the administrative and audit
expenses of the Fund, and the preparation, printing and distribution of financial and tax reports;
(vii) fees, costs and expenses incurred in connection with complying with anti-money laundering
or “know your customer” laws, regulations; (viii) all costs related to FATCA compliance;(ix)
all costs related to filings with the U.S. Committee on Foreign Investment in the United States;
(x) all legal, regulatory, administrative and compliance costs of the Fund, the General Partner
and/or the Manager, in each case with respect to the Fund; (xii) all indemnification obligations
of the Fund; (xii) principal and interest on, and fees and expenses arising out of all permitted
borrowings made by the Fund; (xiii) all costs of any litigation, director and officer liability,

cybersecurity or other insurance and indemnification or extraordinary expense or liability
relating to the affairs of the Fund; (xiv) all extraordinary professional fees and expenses incurred
in connection with the business or management of the Fund; (xv) all expenses of winding-up
and dissolving the Fund; (xvi) any taxes, fees or other governmental charges levied against the
Fund and all expenses incurred in connection with any tax audit, investigation, settlement or
review of the Fund; (xvii) all expenses incurred in connection with any restructuring or
amendments to the constituent documents of the Fund and related entities, including the General
Partner and the Manager; (xviii) all expenses incurred in connection with the formation,
maintenance and dissolution of special purpose investment vehicles; (xix) all expenses incurred
in connection with multimedia, analytical, database, news or other third party research services
and related terminals for the delivery of such services; (xx) all expenses incurred in connection
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Item 7. Types of Clients

The Adviser currently provides discretionary investment supervisory services to privately offered
Funds which are pooled investment vehicles as described in Item 4.B. and which are intended for
investment, through private placement, by qualified investors (the “Investors”). 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.

Minimum investment commitments range from $3.0 to $5.0 million for Fund investors. The
general partner of each Fund has in the past and may in the future, in its sole discretion, permit
investments below the minimum amounts set forth in the Governing Documents of such Fund.