Extract to table

" RECITALS WHEREAS, the Fund is a Delaware limited partnership formed pursuant to the Agreement of Limited Partnership dated as of August 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA"), by and among Harrowgate Fund V GP LLC, as General Partner, and the limited partners party thereto from time to time; WHEREAS, the Investor has submitted a Subscription Agreement to subscribe for limited partnership interests in the Fund in the aggregate amount of One Hundred Fifty Million Dollars ($150,000,000) (the "Commitment"); WHEREAS, the Investor is an insurance holding company organized under the laws of Bermuda, subject to regulation by the Bermuda Monetary Authority (the "BMA") and other applicable insurance regulatory authorities, and requires certain accommodations in connection with its investment in the Fund to comply with applicable insurance regulatory requirements, including but not limited to reporting, capital adequacy, and concentration limit requirements; WHEREAS, the General Partner desires to grant the Investor certain rights, benefits, and accommodations set forth herein as an inducement to the Investor's subscription for limited partnership interests in the Fund, supplementing and, to the extent inconsistent, modifying the terms of the Partnership Agreement solely as between the General Partner and the Investor; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement

In recognition of the Investor's commitment to subscribe for limited partnership interests in the Fund at the First Close, the management fee payable by the Investor during the Investment Period (as defined in the Partnership Agreement) shall be reduced by ten (10) basis points from the rate otherwise applicable under the Partnership Agreement

75%) per annum of committed capital during the Investment Period, the Investor shall pay a management fee at the rate of one and sixty-five hundredths percent (1

In further recognition of the fact that the Investor's Commitment equals or exceeds One Hundred Fifty Million Dollars ($150,000,000), the Investor shall be entitled to an additional reduction of five (5) basis points in the management fee applicable during the Investment Period

This Large LP discount shall be cumulative with and in addition to the Early Close discount set forth in Section 1

Taking into account the cumulative effect of the Early Close discount (10 basis points) and the Large LP discount (5 basis points), the management fee payable by the Investor during the Investment Period shall be one and sixty hundredths percent (1