Locust Point Capital Inc

Item 5: Fees and Compensation

    A. Adviser Compensation

Management Fees and Performance-Based Compensation

Potential investors in a Fund should carefully read the relevant Fund’s Governing Documents to understand
Locust Point and its affiliates’ compensation associated with that Fund. Locust Point or an affiliate typically
receives two types of compensation from our Fund clients: management fees and/or performance-based
compensation for qualified clients, as that term is defined in Rule 205-3 under the Investment Advisers Act of
1940, as amended (“Advisers Act”). Generally, performance-based compensation is payable to the affiliated
general partner of a Fund and is allocated and distributed quarterly, with a reconciliation occurring after year-end
and after payments to investors are made in accordance with any waterfall distribution provisions in the Fund’s
Governing Documents.

Management Fees - Generally, the Funds’ Governing Documents provide for annual management fee
compensation to Locust Point or one of its affiliates, payable quarterly, either in arrears or in advance, for
services Locust Point provides to its Fund clients. In certain Funds, the management fee rate is lower for
investors who invest before certain Fund milestones, e.g., the first or second closing, than for subsequent
investors, as provided in the relevant Fund’s governing documents. In certain Locust Point Funds, during the
Fund’s investment period, or until a different specified time period has elapsed, management fees are assessed
as a prescribed, fixed percentage of the total amount of capital committed to the Fund. Once the agreed,
specified time period has elapsed, the management fee typically is assessed on the total invested capital of the
Fund. In other Funds, management fees are always assessed on invested capital.

Performance Fees - Generally, any performance-based compensation to the Locust Point-affiliated entities that
serve as general partners to each such Fund is a carried interest that is a prescribed, fixed percentage of each
investor’s share of the profits of the Funds, and is payable in accordance with any waterfall distribution
provisions in the Fund’s Governing Documents, which typically include a specified preferred return “hurdle” to
investors that must be met before carried interest can be paid to Locust Point.

This section provides only a general summary of the fees and other compensation paid or payable to Locust Point
and its related persons. The specific compensation terms and additional conditions of the management fee,
performance-based compensation, and any other fees paid by the Funds are set forth in each Fund’s Governing
Documents. Each Fund’s general partner, in its sole discretion, is authorized to waive, reduce or rebate all or a
portion of the management fee and/or performance-based compensation including, without limitation, carried
interest allocations, applicable to any investor in a Fund, including our affiliates, employees, partners, members
or directors of Locust Point or its affiliates, including their respective family members.

    B. Additional Fees and Expenses

As a general matter, in each Fund, the management fee and any performance fees are exclusive of certain
expenses chargeable and charged to the Fund, as provided in the Fund’s Governing Documents. The
description of other fees and expenses in this section is a summary, partial, and general description only. The
actual, specific types of costs and expenses associated with an investment in a particular Fund are described in
detail in the relevant Fund’s Governing Documents.

In general, each Fund pays any and all expenses, costs and liabilities which are incurred in the conduct of the
business of the Fund’s general partner, the management company and the Fund itself. Such expenses generally
include, without limitation, the categories of organizational and operating expenses. Without limitation, the
following types of expenses are typically payable by a Fund:

    •   transaction fees and certain fund expenses, including but not limited to banking and custodial
        expenses,
    •   professional and other service provider costs,
    •   litigation costs,
    •   insurance,
    •   operational costs,
    •   communications expenses,
    •   taxes and other related costs and expenses,
    •   expenses related to organizing the applicable fund,
    •   expenses related to negotiating fund documentation,
    •   placement agent costs,
    •   expenses of leverage related to the Fund,
    •   filing fees and other accounting, audit, and legal fees in connection with the formation, launch,
        operation, and closing of the Fund.

Since such charges, fees and commissions are exclusive of, and in addition to, Locust Point’s management fee
and performance-based compensation, each Fund is generally responsible for these additional expenses, as
described in, and subject to the limits on expenses contained in the Fund’s Governing Documents. Investors
should refer to the Fund’s Governing Documents for a more complete discussion of the fees and expenses
applicable to each Fund.

Brokerage Commissions & Fees - Locust Point does not ordinarily engage in investment or other activity on
behalf of any of the Funds that would require it to transact through broker-dealers. Consequently, none of the
Funds generally incurs commissions or other costs due to the execution of securities transactions through a
broker-dealer. In the future, Locust Point may cause one or more of the Funds to open a brokerage account, in
the relevant Fund’s name, to facilitate the Fund’s cash management, in which case brokerage fees would be
incurred by the Fund or Funds. A discussion of Locust Point’s brokerage practices may be found at Item 12 of
this Brochure.

   C. Compensation for Sales of Securities

Neither Locust Point nor any of its supervised persons are paid any compensation based on the purchase or
...

Item 7: Types of Clients

Locust Point is a private fund manager that provides investment advisory services only to the Funds, each of
which is a private credit investment fund. For each Fund, the Governing Documents set minimum amounts for
investment by prospective investors. Locust Point has and may modify or waive such minimum investment
requirements from time to time; however, investors in each Fund must: (i) be “accredited investors,” as defined
in Regulation D under the Securities Act; (ii) either a “qualified purchaser”, as defined in the Company Act, or a
“knowledgeable employee”, as defined under Rule 3c-5 of the Company Act; and (iii) meet other suitability
requirements.