Fees and Compensation — Form ADV Part 2A (7/28/2026)
[Brochure]
Item 5: Fees and Compensation
As an investment adviser to the Funds, as further described in the Offering Documents, Washington
Harbour receives a management fee.
Enduring Advantage Fund
Enduring Advantage Fund pays Washington Harbour an annual management fee of 2.0% that is paid
quarterly (1/4 of the annual management fee) in advance on the first business day of each quarter with
respect to the total commitments of the Fund.
Management fees are generally pro-rated for partial periods. Once paid, management fees are non-
refundable.
Washington Harbour intends to reduce, waive or calculate differently the management fee for certain
Washington Harbour Partners, LP Form ADV Part 2A
Investors, including but not limited to, members, employees and affiliates of Washington Harbour.
Opportunities Funds
The Opportunities Master Fund pays Washington Harbour an annual management fee, that is paid
quarterly (equal to 1/4 of the annual management fee) in advance on the first business day of each calendar
quarter, depending upon the net asset value of each Series A, Series B, and Series C of the Opportunities
Master Fund.
The annual management fee for a Series A, Series B, and Series C Investor is currently 1.25%.
The annual management fee for a Series A, Series B, and Series C Investor will be reduced to 1.0% when
the assets under management in the Opportunities Master Fund is equal to $1 billion.
Upon the assets under management in the Opportunities Master Fund reaching $2 billion, the annual
management fee for a Series A, Series B, and Series C Investor will be reduced to 0.75%.
Management fees are generally pro-rated for partial periods. Once paid, management fees are non-
refundable.
The Firm or its affiliates intend to reduce, waive or calculate differently the management fee for certain
Investors, including but not limited to, members, employees and affiliates of Washington Harbour.
Federal IT Funds, Digital Mission Funds, Cyber Funds, Trusted Space Funds, and GS Funds
The Federal IT Master Fund, Digital Mission Fund, the Cyber Master Fund, Trusted Space Fund, and GS
Fund each pay Washington Harbour an annual management fee of 2.0% that is paid quarterly (1/4 of the
annual management fee) in arrears on the first business day of each quarter with respect to the net
asset value of the immediately preceding quarter.
Management fees are generally pro-rated for partial periods. Once paid, management fees are non-
refundable.
Washington Harbour intends to reduce, waive or calculate differently the management fee for certain
Investors, including but not limited to, members, employees and affiliates of Washington Harbour.
SPVs
Each SPV pays one or more fees to Washington Harbour as specified in each summary term sheet for
each SPV. Fees charges include annual recurring management fees that range between 0% and 20%, one-
time management fees that range between 1% and 2%, and performance based fees that range between
0% and 20%.
Recurring management fees are generally pro-rated for partial periods. One-time management fees, once
paid, fees are non-refundable.
Washington Harbour intends to reduce, waive or calculate differently the management fee for certain
Investors, including but not limited to, members, employees and affiliates of Washington Harbour.
SMAs
Each SMA pays Washington Harbour a one-time management fee that ranges between 5.5% and 10%.
One-time management fees, once paid, are non-refundable.
Other Fees and Expenses
Washington Harbour Partners, LP Form ADV Part 2A
The Feeder Funds and the SPVs will bear their own expenses. The Feeder Funds will also bear their pro
rata share of the relevant Master Fund’s expenses, including, without limitation, Operating Expenses (as
hereinafter defined) and Organizational Expenses (as hereinafter defined), and shall reimburse Washington
Harbour, the General Partner or any of their respective affiliates for any Operating Expenses and
Organizational Expenses incurred by such persons.
Operating Expenses means all costs and expenses of operating and carrying on the business of, or
otherwise incurred by, or allocable to, the SPVs, the Feeder Funds, and the Master Funds and certain
expenses of Washington Harbour, including, without limitation: (i) all expenses incurred by the SPVs, the
Feeder Funds, the Master Funds, Washington Harbour, the General Partner and/or any of their affiliates in
connection with identifying, evaluating, structuring, consummating and financing the investments of the
SPVs and the Master Funds, including brokerage commissions, transaction costs, ticket charges, expenses
related to proxies, underwriting, private placements and short sales, clearing and settlement charges,
custodial fees, interest expenses and other financing charges (including initial and variation margin), broken
deal expenses, consulting (including relating to calls and conferences with expert networks), investment
banking and other professional fees relating to particular investments or contemplated investments,
expenses related to the formation and operation of the Feeder Funds and the Master Funds and any
vehicle through which the Master Funds may hold investments, including any expenses that may otherwise
qualify as eligible brokerage expenses under Section 28(e) of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”), research-related expenses (including fees for news and quotation
equipment and connectivity costs and services, market and other research-related data services (including
among others, those often referred to as “alternative data”) and other fees paid to third-party providers
of research products and services including those that would otherwise constitute eligible research
under Section 28(e) of the Exchange Act, that are also eligible to be paid for using “soft dollars” and
...
Account Minimums and Types of Clients — Form ADV Part 2A (7/28/2026)
[Brochure]
Item 7: Types of Clients
Currently, Washington Harbour provides investment advice to the Funds and SMAs. Each of Fund’s
Offering Documents set forth the eligibility criteria and minimum investment requirements for Investors.
Initial and additional subscription minimums are disclosed in the Offering Documents for each Fund, which
may be waived at the discretion of Washington Harbour.
Enduring Advantage Fund
Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S.
Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as defined in the
U.S. Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable employee”, as
defined under Rule 3c-5 of the Company Act, and must meet other suitability requirements. Interests may
not be purchased by non-resident aliens, foreign corporations, foreign partnerships, foreign trusts or
foreign estates, all as defined in the Internal Revenue Code. The Subscription Agreement contains
representations and questionnaires relating to these qualifications.
Opportunities Domestic Fund
Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S.
Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as defined in the
U.S. Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable employee”, as
defined under Rule 3c-5 of the Company Act, and must meet other suitability requirements. Interests may
not be purchased by non-resident aliens, foreign corporations, foreign partnerships, foreign trusts or
foreign estates, all as defined in the Internal Revenue Code. The Subscription Agreement contains
representations and questionnaires relating to these qualifications.
Opportunities Offshore Fund
Each Investor generally must be either (i) a non-U.S. Person or (ii) a permitted U.S. Person that qualifies as
an “accredited investor,” as defined in Regulation D under the Securities Act, and 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 must meet other suitability requirements. The Subscription Agreement contains
representations and questionnaires relating to these qualifications.
Washington Harbour Partners, LP Form ADV Part 2A
The minimum investment for an Investor in the Domestic Opportunities Fund and the Offshore
Opportunities Fund is US $5,000,000. The minimum may be waived by Washington Harbour in its sole
discretion.
Federal IT Funds, Digital Mission Funds, Cyber Funds, Trusted Space Funds, and GS Funds
Each Investor at a minimum will be (i) an “Accredited Investor”, as defined in Regulation D under the U.S.
the Securities Act; and (ii) a “Qualified Client”, as defined in Rule 205-3 of the Advisers Act.
The minimum investment for an Investor in the Federal IT Fund, Digital Mission Fund, Cyber Fund,
Trusted Space Fund, and GS Fund is US $100,000. The minimum may be waived by Washington Harbour
in its sole discretion.
Offered $11,500,000 · Filed 2026-02-25 (D) · Exemption 506(c), 3(c), 3(c)(1) · Minimum $10,000 · Duration One year or less · Revenue Decline to Disclose
Filed 2025-03-13 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-13 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Offered $5,000,000 · Filed 2025-10-24 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $50,000 · Duration More than one year · Revenue Decline to Disclose
Filed 2025-10-10 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-08-28 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Offered $2,500,000 · Filed 2026-03-06 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $500,000 · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-20 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
Filed 2025-04-01 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-03 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-12-17 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
Filed 2025-04-23 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-05-23 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $15,847 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-10-10 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2024-12-11 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
Filed 2026-01-15 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
Filed 2025-03-13 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-08-20 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2024-09-18 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-26 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-10 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2023-04-12 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2023-12-08 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-04-01 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2024-03-25 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2024-03-25 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-26 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-26 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-26 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Filed 2025-03-26 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Offered $16,665,750 · Filed 2022-05-03 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $1,622,500 · Filed 2022-06-07 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Filed 2023-03-22 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
Offered $10,881,003 · Filed 2023-03-31 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $11,950,000 · Filed 2023-02-06 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $5,090,650 · Filed 2022-08-24 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $1,144,500 · Filed 2022-06-02 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $10,136,965 · Filed 2022-02-18 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $2,013,300 · Filed 2021-10-12 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $7,012,090 · Filed 2021-06-14 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $45,322,978 · Filed 2022-04-20 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $5,513,400 · Filed 2022-02-17 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $23,740,380 · Filed 2022-01-07 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $11,592,000 · Filed 2021-08-03 (D) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $6,950,000 · Filed 2021-11-29 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $15,000 · Duration One year or less · Revenue Decline to Disclose
Offered $13,714,050 · Filed 2021-08-31 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $16,164,141 · Filed 2021-04-20 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Offered $5,086,703 · Filed 2022-06-07 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Filed 2022-10-20 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
Offered $15,443,825 · Filed 2020-11-12 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
Filed 2022-10-20 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $25,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Over $100,000,000
Offered $20,000,000 · Filed 2019-04-25 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Net Assets Decline to Disclose
Offered $2,345,999 · Filed 2019-06-04 (D) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Duration One year or less · Net Assets Decline to Disclose
Offered $24,897,964 · Filed 2021-02-18 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Duration One year or less · Revenue Decline to Disclose
AUM Breakdown
Accounts
AUM ($B)
By Client Type
(a) Individuals (other than high net worth individuals)
0
0.0
(b) Individuals (high net worth individuals)
0
0.0
(c) Banking or thrift institutions
0
0.0
(d) Investment companies
0
0.0
(e) Business development companies
0
0.0
(f) Pooled investment vehicles
76
4.7
(g) Pension and profit sharing plans
0
0.0
(h) Charitable organizations
0
0.0
(i) State or municipal government entities
0
0.0
(j) Other investment advisers
0
0.0
(k) Insurance companies
0
0.0
(l) Sovereign wealth funds and foreign official institutions
0
0.0
(m) Corporations or other businesses not listed above