Harbert Fund Advisors LLC

Item 5 Fees and Compensation

HFA receives management fees and performance-based compensation for advisory services provided. In
addition, investors are charged other fees and expenses as described below. The description below is
intended to provide a brief summary of the typical compensation received by HFA and is not intended to
depict every scenario. Please refer to each Fund's governing documents for specific details. HFA receives a
quarterly management fee for our services. The typical range for Fund management fees is 1% to 2.5% per
year and management fees for separate accounts are negotiated by each client.

Certain Funds we advise also offer options regarding fee and lock-up structures. For applicable Funds,
investors have the option to select share classes that offer lower management fees but increased lock-up
periods. These fee and lockup structures are fully detailed in each applicable Fund’s offering
memorandum.

        Fund Fees and Expenses

Management Fees. Fund management fees are payable quarterly in advance and are generally based on:
1) total Fund assets; 2) committed capital, during the investment period; or, 3) called capital, following
the investment period. Management fees are normally prorated for the number of days in a period, with
adjustments typically being made at the end of a quarter as necessary. The amount of each Fund’s
management fee is set forth in each Fund’s advisory agreement as well as in each Fund’s governing
documents and offering memorandum.

Performance Fees. The General Partner, Managing Member or Manager of each Fund (depending on how
the Fund is legally organized) is an affiliate of ours and is entitled to receive a performance-based fee. The
performance fee generally is 20% of each Fund’s yearly net profit or the net appreciation of each investor’s
capital account, depending on the type of Fund. For some Fund clients the performance fee is not payable
until investors receive a preferred return, and this is fully described in the respective Fund’s governing
documents.

We may waive, reduce, or rebate management or performance fees with respect to certain investors in
the Funds. In addition, we may grant rights to certain investors in the Funds including, but not limited to,
key man redemption rights, most-favored nation provisions, capacity assurances, in-kind distribution
provisions, reduced lock-up periods and additional reports.

Expenses. Each Fund’s offering memorandum details which expenses will be the responsibility of the
Investment Manager and which will be borne by the Funds. As a general principle, normal and recurring
expenses incurred by the Investment Manager or its personnel in support of HFA’s responsibilities as
Investment Manager to the Funds will be the responsibility of the Investment Manager and include the
following: office rent and utilities; furniture and fixtures; computer equipment and services; salaries plus
employee insurance, benefits, and payroll taxes; secretarial/administrative services; and non-
investment/research related travel and entertainment expenses. However, subject to the terms and
conditions of the applicable governing or account documents, a Fund or client from time to time will be
required to bear, pay or reimburse us or an affiliate for certain of our overhead, operating and other
expenses, particularly where HFA has chosen to employ professionals and incur expenses in order to
provide services that our peers may outsource. Investors should carefully review the applicable offering,

Harbert Fund Advisors, LLC         SEC File No. 801-55926/CRD No. 110577                      March 2026

governing and/or account documents for detailed information regarding the fees, costs and expenses
applicable to each Fund.

All other expenses are generally paid by the Fund and include: legal, audit, tax and accounting (including
outsourced accounting) fees and expenses; administrator fees and expenses; Fund-related insurance
expenses (including the portion, if any, of the expense of insurance coverage purchased jointly for a Fund
and affiliates that is fairly allocable to a Fund); expenses related to any alternative investment vehicles in
which a Fund may invest as part of its investment strategy; organizational expenses (may allow expenses of
certain outside professionals or investment personnel related to the offer and sale of Fund interests);
investment expenses such as commissions, research fees and expenses including research related travel (see
also Item 12 below discussing HFA’s brokerage practices); other travel costs and out-of-pocket expenses
related to the investment activities of certain Funds; interest on margin accounts and other indebtedness,
if any; borrowing charges on securities sold short; custodial fees; and any other expenses reasonably related
to the purchase, sale or transmittal of Fund assets.

HFA or its affiliates may provide accounting, administration, legal, reporting, tax compliance and
consulting, and other similar services to the Funds and their portfolio investments that could otherwise
be performed by third parties. In such event, and in all events in accordance with the applicable Fund’s
offering or governing documents (such as a Fund’s limited partnership agreement), the Funds may
reimburse HFA for the cost of providing such services, including employment costs and related overhead
expenses (including payroll expenses and the costs of employee benefits) for certain financial, legal and
reporting professionals employed by HFA or its affiliates. The scope of services for which such
reimbursement may be made, and the methodology for determining the amount of reimbursement
permitted, will generally be specified in the applicable Fund’s offering or governing document (such as its
limited partnership agreement) or otherwise disclosed to and approved by a Fund (which may act through
its Advisory Board or Committee). Methodologies may include (i) a fixed fee or periodic payment for
...

Item 7 Types of Clients

We provide investment advice to private funds that are organized as limited partnerships, limited liability
companies or other business entities, as well as institutional and high net worth investors.

Each of the pooled vehicles described above is subject to investment mandates, restrictions, investment
minimums and regulatory requirements that differ by strategy and are detailed in each Fund’s offering
documents.

As mentioned above, we also occasionally provide investment advice to institutional and high net worth
investors on a separate account basis.