Springcoast Capital Partners LP

ITEM 5          FEES AND COMPENSATION

        In general, Springcoast receives a management fee and a carried interest in connection with
the provision of advisory services to its clients. Springcoast or other Springcoast entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to Springcoast to the extent provided
by the Governing Documents. In addition, in certain circumstances Springcoast receives
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses.

       Further specific details of management fees, performance-based fees or allocations, fund
expenses and fee waivers are described below, but more fully set forth in a Fund’s respective
Governing Documents.

Management Fees

        The Main Fund generally pays Springcoast, quarterly in advance, a management fee (the
“Management Fee”) calculated in an amount equal to 2.0% on an annual basis of aggregate investor
capital commitments (“Commitments”). Upon a date specified in the Governing Documents (the
“Stepdown Date”), the Management Fee will be reduced and will be an amount equal to 2.0% of
the aggregate amount of investment contributions made or payable to the Fund with respect to
investments that have not been disposed of or completely written-off for U.S. federal income tax
purposes, in each case as determined on the first day of the period with respect to which a
determination is being made. Installments of the Management Fee payable for any period other than
a full quarterly period are adjusted on a pro rata basis according to the actual number of days in
such period. As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors. Subject to the applicable Governing Documents, Springcoast is
permitted to reduce or waive the Management Fee with respect to an investor in its sole discretion.

         As is generally the case in private equity funds, the Governing Documents provide that the
 Funds’ Management Fee will be calculated and charged on a basis that generally is not tied to the
 Fund’s then-current net asset value. For example, as further specified in the Governing Documents
 of the Main Fund, from the effective date of the Main Fund until the Stepdown Date, Management
 Fees generally will be charged based on a formula tied to the amount of the Main Fund’s aggregate
 Commitments. Further, after the Stepdown Date, Management Fees will be charged and calculated
 based on a formula tied to the amount of investment contributions (including, where applicable, a
 Fund borrowing component (including interest expenses) and the amount of any capitalized
 Supplemental Fees (as defined below) or expenses, including costs of Operating Partners (as
 defined below)) made by the Main Fund relating to the Main Fund’s aggregate investment(s) in its
 investments that have not been realized or completely written off for U.S. federal income tax
 purposes (such investments, “Impaired Value Investments”). Due to differences in the criteria
 set forth in their respective Governing Documents, in the event where more than one Fund
 participates in an investment, there is the possibility that an investment will become an Impaired
 Value Investment for purposes of one Fund’s Governing Documents but not those of one or more

 other Funds.

       Under the Main Fund Governing Documents, where the fair market value of an investment
exceeds the total amount of investment contributions relating to such investment, post-Stepdown
Date Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
the Main Fund Governing Documents do not require Management Fees to be reduced or refunded
following the occurrence of a write-down, decrease (including a significant decrease) in fair value
or other event not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends), roll-over
investment in connection with a sale or dividend distribution, except in the case of investments
meeting the relevant Impaired Value Investment standard under the Main Fund Governing
Documents.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
(such as Supplemental Fees) and expenses paid to Service Providers, Operating Partners (as defined
below), Springcoast or its affiliates. Further, Management Fees generally will not be reimbursed or
refunded under the Governing Documents in the event of realizations, dispositions or partial write-
downs or write-offs that occur partway through the relevant calculation period.

         Harbor SPV pays Springcoast, quarterly in advance, a Management Fee equal to 1.5% of an
amount equal to non-affiliated investors’ percentage of the aggregate amount of investment
contributions made with respect to investments that have not been disposed of or completely
written-off for U.S. federal income tax purposes. Upon a date specified in the Harbor SPV’s
Governing Documents, the Management Fee will be reduced to 0.75% of an amount equal to non-
affiliated investors’ percentage of the aggregate amount of investment contributions made with
respect to investments that have not been disposed of or completely written-off for U.S. federal
income tax purposes, in each case as determined on the first day of the period with respect to which a
determination is being made.
...

ITEM 7          TYPES OF CLIENTS

         Springcoast provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Springcoast’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the U.S. Investment Company Act of 1940, as amended. The
investors participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, principals or other personnel of Springcoast and its
affiliates and members of their families, Operating Partners or other Service Providers retained by
Springcoast or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

         The Funds generally have a minimum investment amount ranging from $0 to $5,000,000
for third-party investors, and Fund interests are offered and sold solely to accredited investors and/or
qualified purchasers (or qualified knowledgeable Springcoast personnel). Springcoast generally is
permitted to waive such minimum investment amount.