HCSF Management LLC

Item 5 – Fees and Compensation
Management Fee
Headlands Capital generally receives the following fees. Headlands Capital, in its sole discretion,
has in the past, and expects in the future, to waive or reduce the management fee and performance
fee with respect to certain investors.

Headlands Strategic Opportunities Fund, LP – Headlands Capital will receive from Headlands
Strategic Opportunities Fund a management fee equal to 0.375% per quarter of net asset value
(“NAV”), payable quarterly in advance, for both Class A shares and Founder’s Class shares.

Headlands Capital Secondary Fund, LP – Headlands Capital will receive from Headlands I a
management fee in the amount of 0.3125% per quarter of committed capital during the investment
period and 0.25% of NAV following the investment period, each payable quarterly in advance.
Headlands Capital Secondary Fund II, LP – Headlands Capital will receive from Headlands II a
management fee in the amount of 0.3125% per quarter of committed capital during the investment

HCSF Management, LLC                                                  Form ADV Part 2A: Brochure

period and 0.25% of NAV following the investment period, each payable quarterly in advance.
Headlands Offshore invests directly in Headlands II.

Headlands Capital Secondary Fund III, LP – Headlands Capital will receive from Headlands III a
management fee in the amount of 0.3125% per quarter of committed capital during the investment
period and 0.25% of NAV following the investment period, each payable quarterly in advance.
Headlands Offshore III invests directly in Headlands III.

Headlands Capital Secondary Fund IV, LP – Headlands Capital will receive from Headlands IV a
management fee in the amount of 0.3125% per quarter of committed capital during the investment
period and 0.25% of NAV following the investment period, each payable quarterly in advance.
Headlands Offshore IV invests directly in Headlands IV.

Headlands Capital Secondary Fund V, LP – Headlands Capital will receive from Headlands V a
management fee in the amount of 0.3125% per quarter of committed capital during the investment
period and 0.25% of NAV following the investment period, each payable quarterly in advance.
Headlands Offshore V invests directly in Headlands V.

In the event that an advisory contract is terminated before the end of a management fee period,
Headlands Capital will refund the overpayment of the management fee (computed on the basis of
the number of days elapsed).

Carried Interest / Incentive Allocation
Headlands Strategic Opportunities Fund, LP – For the Class A shares, Headlands Capital
Management, LLC, an affiliate of Headlands Capital, typically will receive from Headlands
Strategic Opportunities Fund an incentive allocation of 20%, subject to a high-water mark, but there
may be variations in the rate for different investors (including discounts as to management fees or
performance fees). For the Founder’s Class shares, an affiliate of Headlands Capital will receive
from Headlands Strategic Opportunities Fund an incentive allocation of 20%, subject to a hurdle
equal to a 7% compound return, followed by a catch-up. The Founder’s Class shares have a 2-year
lockup period.

Headlands Capital Secondary Fund, LP – Headlands Capital Secondary Management, LLC, an
affiliate of Headlands Capital, typically will receive from Headlands I carried interest of 12.5% of
profits, subject to a hurdle equal to a 7% compound return, followed by a catch-up, but there may
be variations in the rate for different investors (including discounts as to management fees or
performance fees).

Headlands Capital Secondary Fund II, LP – Headlands Capital Secondary Management II, LLC,
an affiliate of Headlands Capital, typically will receive from Headlands II carried interest of 12.5%
of profits, subject to a hurdle equal to a 7% compound return, followed by a catch-up, but there
may be variations in the rate for different investors (including discounts as to management fees or
performance fees). Headlands Offshore invests directly in Headlands II.

Headlands Capital Secondary Fund III, LP – Headlands Capital Secondary Management III, LLC,
an affiliate of Headlands Capital, typically will receive from Headlands III carried interest of 12.5%
of profits, subject to a hurdle equal to a 7% compound return, followed by a catch-up, but there
may be variations in the rate for different investors (including discounts as to management fees or
performance fees). Headlands Offshore III invests directly in Headlands III.

Headlands Capital Secondary Fund IV, LP – Headlands Capital Secondary Management IV, LLC,
an affiliate of Headlands Capital, typically will receive from Headlands IV carried interest of 12.5%
of profits, subject to a hurdle equal to a 7% compound return, followed by a catch-up, but there
may be variations in the rate for different investors (including discounts as to management fees or
performance fees). Headlands Offshore IV invests directly in Headlands IV.

HCSF Management, LLC                                                     Form ADV Part 2A: Brochure

Headlands Capital Secondary Fund V, LP – Headlands Capital Secondary Management V, LLC, an
affiliate of Headlands Capital, typically will receive from Headlands V carried interest of 12.5% of
profits, subject to a hurdle equal to a 7% compound return, followed by a catch-up, but there may
be variations in the rate for different investors (including discounts as to management fees or
performance fees). Headlands Offshore V invests directly in Headlands V.

Expenses
The Fund Clients are each responsible for costs and expenses related to their own operations, which
may include:

Fund Clients other than Headlands III, Headlands IV, Headlands V and Headlands Strategic
Opportunities Fund:

    •   fees, costs and expenses of custodians, attorneys, accountants, auditors, tax advisors,
...

Item 7 – Types of Clients
Headlands Capital’s Clients include pooled investment vehicles. Investors in the pooled investment
vehicles include high-net worth individuals, family offices, trusts, endowments, foundations, and
pension funds.

Headlands Capital requires that all investors in the pooled investment vehicles be “accredited
investors.” The minimum capital commitment from an investor in Headlands Strategic
Opportunities Fund is $1,000,000, in Headlands I is $1,000,000, in Headlands II is $1,000,000, in
Headlands III is $5,000,000, in Headlands IV is $5,000,000 and in Headlands V is $1,000,000,
although lesser commitment amounts in the Fund Clients have in the past, and are expected in the
future, to be accepted at the discretion of Headlands Capital or the Funds Clients’ general partners.
Investors in the Co-Invest Funds are typically, but not necessarily, limited partners in the Fund
Clients or third parties who have expressed an interest in, and have the ability and resources to,
participate in such co-investment opportunities.