Harbour Point Management LP

Item 5 – Fees and Compensation
Our fees and compensation arrangements are negotiated on a case-by-case basis and are accordingly often unique or
bespoke to each Client. As such, our fee arrangements frequently and meaningfully vary between each Client, and at times,
among a Client’s Investors. Our fee arrangements are generally highly customized and vary with regard to their terms,
including the applicability of any fixed fees, management fees, or performance fees; how such fees are calculated; the
frequency in which we receive such fees; and from whom we receive such fees.
Due to the varied nature of our fee arrangements across Clients–and at times among a Client’s Investors–prospective
Investors should carefully review the applicable Governing Documents in their entirety prior to investing with us. Any
information contained herein regarding any fee arrangement is both supplemented and superseded by the applicable
Governing Documents.
Subject to the terms of the applicable the Governing Documents, we typically receive a monitoring fee from a Client’s
underlying portfolio company (“Portfolio Company”), or instead, a management fee from our Clients and/or its respective
Investors, as applicable, which may be in some cases, subject to offset from the Portfolio Company’s monitoring fees, if
any. However, as stated above, the terms of such fee arrangements at times significantly vary between Clients and/or
among a Client’s Investors. Subsequent capital investments may be subject to additional management fees in one fee
arrangement but not in another, and in some fee arrangements, certain Clients and/or Investors may not be subject to any
management fees at all; instead, the Portfolio Company may be responsible for bearing a monitoring fee paid to Harbour
Point. In addition, we may, at our discretion, if appropriate, waive all or any portion of these fees with respect to certain
Investors, including, but not limited to, officers, directors or employees of the Harbour Point, any of their direct or indirect

affiliates, or any members of their immediate families or family trusts or other entities established for their benefit
(“Harbour Point Parties”) without notice to, or the consent of the other Investors.
As set forth in each Client’s respective Governing Documents, the precise manner, frequency, and terms in which we
receive our fees can vary significantly between each Client and among a Client’s Investors. Our fees may be deducted
from a Client’s or Investor’s assets in one fee arrangement, or deducted, billed, invoiced to, and borne by the Client, its
Investors, or the Portfolio Company in another fee arrangement. Similarly, subject to the applicable Governing Documents,
our fees may be assessed only annually in one fee arrangement or more frequently in another fee arrangement. In some
fee arrangements, our fees are generally to be paid in advance. In such cases, we do not refund any pre-paid fees, absent
exigent circumstances and at our discretion, if permissible under the applicable Governing Documents.
As determined by the terms of a Client’s Governing Documents, a Client, its Investors, or its Portfolio Company may be
responsible for differing types of expenses, including organizational fees, legal fees, custodial fees, auditing fees, out-of-
pocket costs, and other expenses incurred by the Firm in connection with providing our advisory services to a particular
Client. In some fee arrangements but not others, we also receive an additional fee calculated as a fixed percentage of the
amount of capital invested in the Portfolio Company from our Client. Depending on the terms of the applicable Governing
Documents, a Client, its Investor, or Portfolio Company may be responsible for all, some, or none of these expenses. Clients
may also incur brokerage and other transaction costs. Please see Item 12 for information regarding our brokerage practices.

Item 7 – Types of Clients
As stated above, our Clients are typically private pooled investment vehicles. Investing in a Client is generally subject to a
minimum capital commitment set forth in the applicable Governing Documents. We may, at our discretion, waive or lower
the minimum capital commitment amount without notice. We generally do not provide our services to any Investors.
Investments in our Clients are generally limited to institutional investors and high net worth investors that are accredited
investors or qualified purchasers within the meaning of the Securities Act of 1933 (“Securities Act”), and the Investment
Company Act of 1940 (“Company Act”), respectively.