Heritage Holding Management LP

ITEM 5: FEES AND COMPENSATION

Heritage (or an affiliate or subsidiary) charges the Fund, and consequently the underlying Investors, an
annual management fee of around two percent (2.0%) of the total capital commitments of the Fund during
such Fund’s investment period. After the Fund’s investment period, the annual two percent (2.0%)
management fee will be charged on the aggregate cost of portfolio investments that the Fund continues to
hold at such time (other than any investments that have been written off as worthless). Management fees
are payable quarterly in advance to Heritage by the Fund. Investors will generally not be eligible for partial
refunds in the case of early withdrawals, but specific details are set forth in each respective Client’s Offering
Documents.

Heritage will offset the management fees paid by the Fund in the amount of any consulting fees,
commitment fees, monitoring fees, director’s fees, break-up fees, success fees or other renumeration
(whether in the form of cash, securities or otherwise and net of any reimbursement of transaction or other
out-of-pocket expenses) paid to Heritage (or its affiliates or subsidiaries (including, without limitation, the
Principals, but excluding any persons retained by Heritage as operating executives)) for services rendered
by such persons in their respective capacities and to the extent related to the investment activities of the
Fund. If amounts to be applied to reduce the management fees in any period exceed the management fees
payable for such period, such excess will be applied to reduce the management fees payable in the next
period and each succeeding period thereafter until the full amount has been applied to offset the
management fee.

Please refer to Item 6 below for a discussion of potential “performance-based fees” Heritage may earn.

Generally, fees for advisory services are negotiable. The Adviser may waive or modify the management
fees and other “performance-based fees” for Investors that are members, employees or affiliates of the
Adviser, relatives of such persons, and for any other Investors, in its sole discretion.

Organizational Expenses

The Funds will bear, directly or through reimbursement of the Adviser (or its affiliates), all of the costs and
expenses related to the formation, organization and establishment of such Funds and certain of the Adviser’s
affiliates and subsidiaries (including, without limitation, entities formed to serve as general partner of the
Funds), generally including any fees, costs and expenses relating to marketing the Investor’s interests in
the Fund and/or meetings with prospective Investors; legal fees and expenses (including, without limitation,
costs incurred in connection with the drafting and negotiation of the Offering Documents and other
disclosure documents, diligence questionnaires and responses, legal opinions and side letters and similar
arrangements); accounting fees and expenses; commercial transportation costs (including business-class
and first-class travel and, in the event that the Adviser determines in its reasonable discretion that
commercial air travel would be impractical, the actual cost of non-commercial air travel, at rates not in
excess of customary first-class travel rates), accommodations and meals; third party expenses incurred in
connection with secure communications to prospective Investors (including in connection with a third
party-hosted “data room” or similar internet-based document repository); expenses of financial modeling
and benchmarking software, fees and expenses of consultants retained in connection with fundraising, costs
pertaining to initial compliance with the European Union Alternative Investment Fund Managers Directive,
as implemented in any jurisdiction, together with all amendments thereto, and including any rules,
regulations or legislative measures made in connection therewith whether at the European or member state
jurisdictional level (the “AIFMD”), and similar laws of other jurisdictions; the preparation and
administration of any initial disclosures, filings or notifications prepared in connection with the foregoing;
printing costs; filing fees and other similar expenses, and excluding, for the avoidance of doubt, any
placement fees (collectively, “Organizational Expenses”). All Organizational Expenses paid or reimbursed
by any Fund in excess of such Fund’s pro rata share of the cap on Organizational Expenses may result in
an offset against the management fee, as further described in the respective Fund’s Offering Documents.

Fund Expenses

The Funds (including any subsidiaries or other vehicles through which it will make investments) are
responsible for expenses incurred by such Funds, generally including (as more fully defined in the
applicable Fund’s Offering Documents) but not limited to: Organizational Expenses; the management fee;
any placement fees payable in connection with the offer and sale of interests in the Fund (which may be
subject to offset against the management fee); any taxes, fees or other governmental charges that may be
levied or assessed against the Fund and all expenses incurred in connection with any tax audit, investigation,
settlement or review of the Fund; all expenses incurred in connection with the business, affairs and
operations of the Fund, including the sourcing, due diligence, purchase, acquisition, holding, monitoring,
refinancing, restructuring, recapitalizing, transfer or sale of any actual or prospective portfolio investment
(whether or not consummated, and including “broken-deal” fees and expenses), including all commission,
brokerage, placement, corporate finance, merger, underwriting, registration, legal, accounting, tax advisory,
professional or consulting fees and expenses (including those of third-party due diligence and data
providers); any costs and expenses related to an unconsummated co-investment; all expenses related to
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ITEM 7: TYPES OF CLIENTS

As described in Item 4, Heritage currently provides discretionary investment advisory services to its Fund,
which is organized as a limited partnership under the laws of the State of Delaware. Heritage may provide
investment advisory services to similarly organized Funds in the future. Interests in the Funds are currently
limited to highly sophisticated investors who are both “accredited investors” as defined in the Securities
Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as defined in the Investment
Company Act of 1940, as amended (the “Company Act”). Accordingly, future Investors may include high
net worth individuals and a variety of institutional investors (e.g., trusts, employee benefit plans,
endowments, foundations, corporations, and other types of entities, including private funds of funds)
meeting the terms of the exceptions and exemptions under which the Funds operate. In addition, employees
and other persons associated with Heritage and/or its affiliates may be investors in the Funds. When
accepting new investors, the Funds will likely require a minimum investment of around $5 million but may
accept lesser amounts at the discretion of Heritage (including its affiliates). Once an Investor has invested
in a Fund, it generally will not be able to pledge, assign, sell, exchange, or transfer its interest (or any portion
thereof) in the Fund, and no assignee, purchaser or transferee may be admitted as a substitute investor,
except with the consent of Heritage, which consent may be given or withheld in its sole and absolute
discretion.

Heritage expects each Fund to qualify for exclusion from the definition of “investment company” under the
Company Act pursuant to either Section 3(c)(1) or Section 3(c)(7) thereunder, and to offer interests to
potential investors pursuant to Regulation D or Regulation S under the Securities Act.

This Brochure is designed solely to provide information about Heritage and should not be considered
to be an offer of interests in any Fund or any future Client. Any such offer may be made only by
delivery to the prospective investor of the applicable Offering Documents. Investors considering an
investment in any Fund should consult with their own investment, tax and/or legal consultants prior
to investing.