HEP Management Corporation

Item 5 – Fees and Compensation

Limited partners pay HEP a management fee based on each limited partner’s committed capital,
however, Fund II no longer pays management fees as of July 25, 2025. Generally, HEP charges an
annual management fee of 2% of each limited partner’s committed capital, payable quarterly in
advance on January 1st, April 1st, July 1st and October 1st of each calendar year. During the
investment period, the annual management fee is based on the total capital commitments of such
Fund’s limited partners. Thereafter, the management fee for most Funds is computed based on the
limited partners’ funded commitments that remain invested in portfolio companies (excluding write-

offs). Fund IV’s management fee is calculated based on each limited partner's pro rata share of the
aggregate amount invested by Fund IV in all portfolio investments which have not been disposed of
as of the end of the immediately preceding quarterly period. Fund II and Fund III are beyond their
investment periods. Fund IV’s investment period will end on the earlier of five years from the final
closing, the date on which all unfunded commitments have been reduced to $0, the date of the first
investment by a successor fund, the dissolution of the Fund or such date as determined by the General
Partner in its discretion.

HEP, the GPs and/or its affiliates may perform management, advisory, transaction-related, financial
advisory and other services for, and may (although generally they do not) receive fees from portfolio
companies of the Funds, including transaction fees, break-up fees, monitoring fees and other similar
fees. These fees may be substantial and may be paid in cash, in securities of portfolio companies or
otherwise and are in addition to the management fees set forth above. All break-up fees paid to HEP
or its affiliates in connection with a Fund’s unconsummated transactions will first be applied to offset
broken deal expenses of HEP and/or its affiliates and the Fund’s allocable share of the balance will
be credited against management fees. In addition, each Fund’s allocable share of any transaction,
closing, consulting, monitoring or other fees paid to HEP, the GPs or its affiliates by a portfolio
company will be fully credited against management fees incurred by limited partners.

In addition, limited partners in Funds II, III and IV are responsible for all expenses related to its
operations (other than normal operating expenses of HEP incidental to the provision of the day-to-
day administrative services to the Funds, which will be borne by HEP), including fees, costs and
expenses directly related to the purchase and sale of securities, taxes, fees and expenses of auditors,
third party accounting and administrative service providers and counsel, expenses of HEP’s board of
advisors and annual meetings, insurance, litigation expenses and any extraordinary expenses. Fund II,
III and IV shall each bear its respective organizational expenses incurred in the formation of such
Fund and the offering of the interests thereunder up to a maximum amount as specified in each Fund’s
governing documents. Organizational expenses in excess of the respective caps and any placement
agent fees paid by the applicable HEP Fund will be 100% offset against any management fees incurred
for such Fund. Similarly, a portfolio company of a Fund may reimburse HEP for expenses (including,
without limitation, travel expenses) incurred by HEP in connection with its performance of services
for such portfolio company.

Managing Members, Special Members, Venture Members and other employees of HEP may receive
a portion of the management fees, carried interest or other compensation received by HEP or the
GPs.

The precise amount of, and the manner and calculation of, the management fees for each Fund are
set forth in the respective Fund’s governing documents and/or other documentation received by each
investor prior to investment in such Fund. The amount of management fees, fund expenses,
transaction fees and any offset thereof may differ from one Fund to another, as well as among
investors in the same Fund.

Item 7 – Types of Clients

HEP provides portfolio management services to its clients, which are private funds. Investment
advice is provided directly to the Funds and not individually to investors in such Fund.

The Funds limit their respective investors to persons who are “accredited investors” as defined in the
Securities Act of 1933 and “qualified clients” and/or “qualified purchasers” as defined in the
Investment Company Act of 1940, as amended. Although the minimum contribution for a limited
partner in each Fund is at a set amount, commitments less than these minimums were and may be
accepted at the sole discretion of each Fund’s GP. Fund II, Fund III and Fund IV are closed. More
information about the HEP Funds is available in each Fund’s respective offering documents.

Investors in HEP’s Funds include a broad range of U.S. and non-U.S. investors, including, among
others, high net worth individuals or their investment advisors, corporate pension plans, private funds,
corporations, hospital systems, and health insurance companies. In addition, employees and other
persons associated with HEP and/or its affiliates may make capital contributions to the Funds. Co-
investment opportunities may be given to limited partners when additional capital is necessary for a

Fund investment. The Managers of the Funds’ GP are contractually committed to co-invest in each
Fund investment as described in each Fund’s Limited Partnership Agreement.