Harbour Capital Advisors LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT MANAGEMENT
         The Registrant’s annual investment advisory fee shall be based upon a percentage (%) of
         the market value of the assets placed under the Registrant’s management between 0.40%
         and 1.15% as follows:

                            Market Value of Portfolio            % of Assets
                            First $5,000,000                      1.15%
                            Next $5,000,000                       0.60%
                            Next $10,000,000                      0.50%
                            Next $20,000,000                      0.40%

         Registrant's annual investment advisory fee shall include investment advisory services
         and wealth management services. In the event that the client requires extraordinary
         planning and/or consultation services (to be determined in the sole discretion of the
         Registrant), the Registrant may determine to charge for such additional services, the
         dollar amount of which shall be set forth in a separate written notice to the client.

         * Clients who engage the Registrant to provide Foundation and Grants Management
         Administration services will be charged an additional fee, between 0.25% to 0.50% of the
         market value of the assets placed under the Registrant’s management.

   * As discussed above, clients with a minimum asset level of $10,000,000 will receive the
   Registrant’s Family Office Services include administrative, planning and various other
   services detailed above, at no additional fee.

               FINANCIAL PLANNING AND CONSULTING SERVICES
   Registrant’s planning and consulting services are offered on a fixed fee basis. The
   Registrant’s planning and consulting fees are negotiable, but generally begin at $10,000.
   The Registrant’s fixed fee shall be based upon the level and scope of the service(s)
   required and the professional(s) rendering the service(s). The Registrant may also be
   engaged by a client to complete a project separate and apart from the Registrant’s core
   services, in these instances the Registrant’s planning and consulting fee shall generally
   range from $10,000 to $50,000 on a negotiated fixed fee or hourly basis.

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
   account. Both Registrant's Investment Advisory Agreement and the custodial/clearing
   agreement may authorize the custodian to debit the account for the amount of the
   Registrant's investment advisory fee and to directly remit that management fee to the
   Registrant in compliance with regulatory procedures. In the limited event that the
   Registrant bills the client directly, payment is due upon receipt of the Registrant’s
   invoice.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant shall generally recommend that Pershing, LLC
   (“Pershing”), a BNY Mellon Company, serve as the broker-dealer/custodian for client
   investment management assets.

   Broker-dealers such as Pershing charge brokerage commissions, transaction, and/or other
   type fees for effecting certain types of securities transactions (i.e., including transaction
   fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income
   transactions, etc.). The types of securities for which transaction fees, commissions, and/or
   other type fees (as well as the amount of those fees) shall differ depending upon the
   broker-dealer/custodian. While certain custodians, including Pershing, generally (with
   the potential exception for large orders) do not currently charge fees on individual equity
   transactions (including ETFs), others do.

   There can be no assurance that Pershing will not change their transaction fee pricing in
   the future.

   Pershing may also assess fees to clients who elect to receive trade confirmations and
   account statements by regular mail rather than electronically.

   Clients will incur, in addition to Registrant’s investment management fee, brokerage
   commissions and/or transaction fees, and, relative to all mutual fund and exchange traded
   fund purchases, charges imposed at the fund level (e.g., management fees and other fund
   expenses).

   Tradeaway/Prime Broker Fees. Relative to its discretionary investment management
   services, when beneficial to the client, individual equity and/or fixed income transactions
   may be effected through broker-dealers other than the account custodian, in which event,

         the client generally will incur either or both of two possible charges; (1) the fee
         (commission, mark-up/mark-down) charged by the executing broker-dealer, and (2) a
         separate trade-away and/or prime broker fee charged by the account custodian. Such
         charges and fees are used to compensate certain broker-dealers for research provided to
         the Registrant.

         Asset-Based Fees versus Transaction-Based Fees: Custodians such as Pershing are
         compensated for their services which include, but are not limited to execution, custody
         and reporting. Custodians can charge a fixed percentage fee for their services based upon
         the dollar amount of the assets placed in their custody and/or on their platform. This is
         referred to as an “Asset-Based Fee.” In the alternative, rather than a fixed percentage fee
         based upon the market value of the assets in its custody, the custodian could charge a
         separate fee for the execution of each transaction. This is referred to as a “Transaction-
         Based Fee.” Under a Transaction Based fee, the amount of total fees charged to the client
         account for trade execution will vary depending upon the number of transactions that are
...

Item 7           Types of Clients

         The Registrant’s clients shall generally include ultra-high-net-worth families and
         charitable organizations. The Registrant generally requires an annual minimum fee of
         $15,000 for its investment management services and minimum asset level of $10,000,000
         for its Family Office Services.

         The Registrant’s investment advisory fee is negotiable at Registrant’s discretion,
         depending upon objective and subjective factors including but not limited to: the amount
         of assets to be managed; portfolio composition; the scope and complexity of the
         engagement; the anticipated number of meetings and servicing needs; related accounts;

         future earning capacity; anticipated future additional assets; the professional(s) rendering
         the service(s); prior relationships with the Registrant and/or its representatives, and
         negotiations with the client. As a result of these factors, similarly situated clients could
         pay different fees, the services to be provided by the Registrant to any particular client
         could be available from other advisers at lower fees, and certain clients may have fees
         different than those specifically set forth above.