Huron Capital Partners LLC

Item 5 – Fees and Compensation

General
HCP typically receives (i) compensation from fees based on a percentage of assets under
management, (ii) carried interest allocations and (iii) certain other fees or expenses related to
the Funds’ investments in portfolio companies (see below). In addition, the portfolio companies
reimburse HCP or the Funds for certain expenses advanced on their behalf. Investors should

Form ADV Part 2A Brochure | HCP                                                                            March 2026

refer to their relevant Governing Fund Documents for further clarification about the fees paid by
each Fund. Such amounts are deducted or allocated from an Investor’s capital account(s) in the
applicable Fund. Investors’ ability to redeem from the Funds is subject to “lock-up” restrictions
and formal notice requirements as outlined in the Governing Fund Documents. The Funds
generally invest on a long-term basis. Accordingly, management fees are expected to be paid,
except as otherwise described in the respective Fund’s Governing Fund Documents for each
Fund, over the term of the Funds and Limited Partners generally are not permitted to withdraw
or redeem interests in the Funds. In the event of a “non-voluntary withdrawal,” HCP will refund
all pre-paid fees that have not been earned.1

Management Fee
The Funds pay HCP an annual management fee (the “Management Fee”). The Management Fee
is payable quarterly in advance and is calculated as a percentage (2.0% per annum) of committed
capital during the commitment period and of invested capital thereafter (subject to certain
adjustments as described in the Governing Fund Documents), in each case in accordance with
the Governing Fund Documents. HCP and its affiliates reserve the right to waive or reduce
Management Fees for certain Investors, including employees, a limited number of strategic
partners, Operating Partners, advisors and consultants and others as determined from time to
time in HCP’s sole discretion (although such Investors generally pay their pro rata share of certain
Fund expenses).

Management Fees will generally be reduced by: (i) the amount of fees paid by such Fund to
entities or persons acting as a placement agent in connection with the offer and sale of interests
in such Fund; (ii) costs incurred by HCP in connection with the organization of such Fund that
exceed a limit as specified in applicable Governing Fund Documents; and (iii) as described below,
certain Other Fees with respect to portfolio companies, subject to the terms of the Governing
Fund Documents. Fees or expenses borne by a Fund directly do not offset Management Fees,
nor do any portfolio company directors’ or board fees paid by a former portfolio company to a
HCP employee who remains on the company’s board of directors following the Fund’s disposition
of its investment in the company, if applicable. Any such reduction of a Fund’s Management Fee
is limited to the extent of such Fund’s proportionate interest in any such portfolio company and
only to the extent a Management Fee is payable by a Fund. In the event a Fund does not pay a
Management Fee or does not have an offset provision requiring the reduction of Management
Fees, HCP reserves the right to retain the portion of Other Fees allocable to these Funds without
reduction.

1Investors generally are not permitted to withdraw any amount from the Funds, except that a non-voluntary withdrawal may
be permitted to avoid a prohibited transaction under the Employee Retirement Income Security Act of 1974.

Form ADV Part 2A Brochure | HCP                                                          March 2026

To the extent that such an offset credit would reduce a Fund’s Management Fee for a given
quarter below zero, the credit will be carried forward for future application against payable
Management Fees, and if a credit remains upon dissolution, a payment will be made to Limited
Partners that have not elected to waive such amount for tax or other reasons. More detailed
information about the fees earned by HCP, including Other Fees, fee reductions and the fees
charged to the Funds can be found in the relevant Governing Fund Documents.

Carried Interest Allocations
A portion of each Fund’s net investment profit is allocated to the capital account of its General
Partner as “Carried Interest.” The manner of calculation of such Carried Interest is disclosed in
the Governing Fund Documents, and varies by Fund. Generally, however, 20% of the investment
profits of the Funds are allocated as Carried Interest to such Fund’s General Partner. This
allocation of profits is subject to the Limited Partners first receiving an annually compounded
preferred return of 8%, and is subject to a giveback, as defined in the Governing Fund Documents.
As is the case with Management Fees, HCP and its affiliates reserve the right to waive or reduce
Carried Interest for certain Investors, including employees, a limited number of strategic
partners, Operating Partners, advisors and consultants and others as determined in HCP’s sole
discretion.

Other Fees Earned by HCP
HCP receives fee income paid by portfolio companies or other third parties, which can include
advisory fees, directors’ fees, monitoring fees, transaction fees, break-up fees, or other similar
fees received with respect to investments or proposed investments by HCP, the General Partner,
or any affiliate of the foregoing (collectively, “Other Fees”). Such Other Fees will typically be paid
to HCP or the General Partner and will reduce or offset Management Fees by 50% to 100% of the
amount which would otherwise be due from the Fund to HCP, depending on the Fund and net of
any expenses incurred in connection with such portfolio companies. For the avoidance of doubt,
any such Other Fees received by Operating Partners or non-HCP employees is not subject to an
offset against Management Fees.
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Item 7 – Types of Clients

HCP provides discretionary management and advisory services to the Funds directly, subject to
the direction and control of the General Partner of each Fund, and not individually to the Limited
Partners in each Fund. The Funds limit their respective Investors to persons who are “accredited
investors” as defined in the Securities Act of 1933, as amended (“Securities Act”) and who, are
“qualified clients” as defined in the Advisers Act and/or “qualified purchasers” or “knowledgeable
employees” each as defined in the Investment Company Act. Investors in the Funds must also
meet certain other suitability qualifications prior to making an investment in the Funds. The
Funds are not registered or required to be registered under the Investment Company Act; are
not made available to the general public; their securities are not registered or required to be
registered under the Securities Act; and Fund interests are privately placed to qualified investors.
Qualified investors include individuals or entities to which Fund interests are allowed to be sold,
which generally includes (i) in the United States, people or organizations who meet certain net
worth, income and/or financial sophistication requirements as described above

Form ADV Part 2A Brochure | HCP                                                          March 2025

or (ii) in other countries as permitted by the relevant securities laws in such jurisdiction and in
compliance with any foreign offering provisions applicable to HCP and/or the Funds.

Investors in the Funds include, but are not limited to, high net worth individuals, pension plans
(corporate, state and foreign), endowments, insurance companies and pooled investment
vehicles (e.g., funds-of-funds) and also include, directly or indirectly, principals or other
employees of HCP and its affiliates and members of their families, Operating Partners, current
and past portfolio company executives, or other service providers retained by HCP. The minimum
commitment for a Limited Partner is outlined in the respective Governing Fund Documents of
each Fund; however, HCP maintains discretion to accept less than the stated minimum
investment threshold.

In certain circumstances, at the sole discretion of the relevant Fund General Partner, HCP permits
various Investors and third parties to co-invest alongside the Funds directly in a portfolio
company. Opportunities to co-invest in a portfolio company are made available to any person or
entity, including without limitation strategic investors, lenders, deal sources, other private equity
or venture capital firms, Fund Limited Partners, other persons or entities affiliated, associated or
otherwise known to HCP or its personnel and unrelated third parties. In addition, certain
individuals who source transactions or provide financing have negotiated co-investment rights or
co-investment priority rights as a component of their compensation or other arrangements with
the relevant Fund(s). Opportunities to participate in co-investment transactions arise when HCP
has the opportunity for an investment in an existing or prospective portfolio company and HCP
determines that (i) an investment requires additional capital, (ii) all or a portion of the applicable
opportunity is not required to be offered to a Fund or (iii) the full investment opportunity is not
appropriate for a Fund, whether due to concentration restrictions contained in the Fund’s
Governing Fund Documents or otherwise. Such determinations are based on the provisions of
the applicable Funds’ Governing Fund Documents and such other factors as HCP will consider in
its sole discretion, including those specified from time to time in policies on investment allocation
and co-investments. HCP’s exercise of discretion in allocating co-investment opportunities often
will not result in proportional allocations among such co-investors and such allocations can be
more or less advantageous to some co-investors relative to other co-investors. When co-
investment opportunities are permitted, it is possible that the size of the investment opportunity
otherwise available to HCP’s Fund(s) will be less than it would otherwise have been without the
inclusion of such co-investors.

Co-investments typically involve investment and disposal of interests in the applicable portfolio
company at the same time and on the same terms as a Fund making the investment. However,
from time to time, for strategic and other reasons, a co-investor or co-investment vehicle

Form ADV Part 2A Brochure | HCP                                                          March 2025

purchases a portion of an investment from one or more Funds after such Fund(s) have
consummated their investment in the portfolio company (also known as a post-closing sell-down
or transfer). Any such purchase from a Fund by a co-investor or co-investment vehicle generally
occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation
of the investment.

In the event HCP is not successful in offering a co-investment opportunity to potential co-
investors, in whole or in part, it is possible that a Fund will consequently hold a greater
concentration and have greater exposure in the related investment opportunity than was
originally intended, which could make the Fund more susceptible to fluctuations in value
resulting from adverse economic and/or business conditions with respect thereto and would
result in a greater concentration of risk as a result. Thus, an investment that is not syndicated to
co-investors as originally anticipated could result in a significant impact to a Fund’s overall
investment returns.

Co-investors do typically bear certain expenses (e.g., legal and other expenses associated with a
portfolio company investment) in connection with their investment, as assessed directly by the
portfolio company and paid by such portfolio company. However, co-investors are not
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