Harkness Capital Management LLC

Item 5. Fees and Compensation

(a) Harkness Capital Partners I LP:

    Management Fee: The Adviser, in its capacity as the Manager of HCP I, is compensated by HCP I
    with a management fee (the “HCP I Management Fee”) calculated as 1.25% per annum of: (i) a limited
    partner’s commitment until the termination of the commitment period (which ended on January 31,
    2024), and thereafter (ii) such limited partner’s pro rata share of the sum of (a) the aggregate capital
    contributions of the limited partners in respect of investments that have not been returned to the limited
    partners or written off and (b) the unfunded commitments of the limited partners that have been duly
    reserved for purposes of making specific follow-on investments, in each case calculated as of the last
    day of the immediately preceding quarter. The limited partnership agreement for HCP I provides for
    the general partner to charge the limited partners quarterly for the HCP I Management Fee through the
    issuance of capital calls.

    Performance Fee: HCP I’s general partner is entitled to earn a performance fee (“Carried Interest”)
    based upon profits realized upon the disposition of an investment above certain enumerated thresholds.
    Generally, HCP I’s general partner receives Carried Interest of between 5% and 25% of the profits of
    HCP I, in excess of an 8% preferred return and 1.5x gross ROI on each investment. HCP I’s Governing
    Documents include further detail concerning the Carried Interest calculation. Any Carried Interest
    payment owing to the general partner is deducted from the proceeds otherwise distributable to the
    limited partners in connection with the disposition transaction. On March 31, 2022, an HCP I
    investment vehicle disposed of all of its interests in portfolio company, Harkness Logistics Holdings,
    Inc., and in connection therewith, the general partner was entitled to receive, and did receive, Carried
    Interest out of the proceeds distributable to the limited partners.

    The general partner of HCP I has the authority under the HCP I Governing Documents to reduce the
    amount of Carried Interest or Management Fee borne or payable by a limited partner in HCP I,
    particularly with regard to employees or operating partners of the Adviser.

    The fact that the general partner’s Carried Interest allocations are based on the performance of HCP I
    portfolio companies on a deal-by-deal basis may create incentive for the general partner to make
    investments that are more speculative than would be the case in the absence of such potential to earn
    Carried Interest. This incentive is mitigated, however, because any losses HCP I sustains on an
    investment will reduce or even eliminate the general partner’s Carried Interest distribution. The
    incentive is further mitigated by the fact that the Adviser’s ability to attract future investors is tied to
    the performance of its investments. These performance fee arrangements have been structured subject
    to Section 205(a)(1) of the Investment Advisers Act of 1940 in accordance with the available
    exemptions thereunder, including the exemption set forth in Rule 205-3.

(b) Harkness Capital Partners II LP:

    Management Fee: The Adviser, in its capacity as the Manager of HCP II, is compensated by HCP II
    with a management fee (the “HCP II Management Fee”) calculated as 2.00% per annum of: (i) a
    limited partner’s commitment until the termination of the commitment period, and thereafter (ii) such
    limited partner’s pro rata share of the sum of (a) the aggregate capital contributions of the limited
    partners in respect of investments that have not been returned to the limited partners or written off and
    (b) the unfunded commitments of the limited partners that have been duly reserved for purposes of
    making specific follow-on investments, in each case calculated as of the last day of the immediately
    preceding quarter. The Management Fee is reduced, on a quarterly basis, by 80% of HCP II’s allocable
    share of the “Special Income,” as defined in the HCP II limited partnership agreement, received by the
    Manager. The limited partnership agreement for HCP II provides for the general partner to charge the
    limited partners quarterly for the HCP II Management Fee through the issuance of capital calls.

    Performance Fee; General Partner Claw-back: HCP II’s general partner is entitled to earn Carried
    Interest based upon profits realized upon the disposition of an investment above an enumerated
    threshold. Generally, HCP II’s general partner receives Carried Interest of 20% of the profits realized
    on such HCP II investment in excess of an 8% preferred return to the limited partners. Any Carried
    Interest payment owing to the general partner will be deducted from the proceeds otherwise
    distributable to the limited partners in connection with the disposition transaction. Upon termination
    of the Fund, the general partner will be required to restore funds to HCP II if the general partner has
    received cumulative distributions of Carried Interest in respect of a limited partner (a) in excess of 20%
    of the difference between the aggregate amounts distributed to such limited partner and the aggregate
    capital contributions of such limited partner, or (b) if such limited partner has not received distributions
    equal to its aggregate capital contributions plus the 8.0% preferred return referred to above. These
    performance fee arrangements have been structured subject to Section 205(a)(1) of the Investment
    Advisers Act of 1940 in accordance with the available exemptions thereunder, including the exemption
    set forth in Rule 205-3.

    The general partner of HCP II has the authority under the HCP II Governing Documents to reduce the
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Item 7. Types of Clients

As described in Item 4, two of the Adviser’s Clients are pooled investment vehicles (HCP I and HCP II),
and three are single-asset investment vehicles (HCP Fresh, Cyclone Co-Investment and Hurricane Co-
Investment). The Adviser limits the investors in its Funds to persons who are “accredited investors” as
defined in the Securities Act of 1933 and “qualified clients” as defined in the Investment Advisers Act of
1940. Investors in the Adviser’s Clients include a broad range of U.S.-based and non-U.S. investors,
including, among others, family offices, individuals, trusts and investment companies. In addition,
employees, operating partners and other persons associated with the Adviser and/or its affiliates are
investors in the Clients.

Determinations of whether a Client may invest in a target company are based on the provisions of the
applicable Funds’ Governing Documents and other factors the Adviser may consider in its sole discretion,
including those that may be specified from time to time in its policies on investment allocation.