Heron View Partners LLC

Item 5 - Fees and Compensation

       Description

HVP’s investment advisory fees are negotiable and are typically based upon a percentage of
the total assets managed for each Client. Fee arrangements vary by Client and are based
on a number of factors including, but not limited to, investment mandate, services
performed, account size, Client relationship, and structure. For example, fees charged for
the management and administration of Private Funds tend to be higher than for SMAs. The
specific manner in which fees are charged by HVP is usually established in a Client’s written
agreement with the Firm and/or is set forth in applicable Private Fund governing documents.

General fee structures, including those noted in the Fee Schedule section below, can be
modified for any reason, such as where a new account is expected to grow rapidly, where a

relationship already exists with a current Client, or where the Client retains HVP to provide
services with respect to multiple investment mandates. The differing levels of basic fees
among the categories described in Fee Schedule below consider such factors as the degree
of investment management activity, supervision required, the nature of the discretionary
services provided as applicable, and the types of investment guidelines and restrictions
imposed upon the management of the applicable account. Depending on the share-class,
the fees charged for certain Private Fund vehicles can be higher than those stated below and
are specified in each Private Fund’s respective governing documentation. In addition, fees
may differ depending on specialized investment strategies with individualized fee
arrangements in place, as well as historical fee schedules with long-standing investors that
could differ from those applicable to new investor relationships.

The fees described in the Fee Schedule set forth below refer to fees determined on a per
annum basis and relate to a percentage of assets under management for the specific Client.
Fees and expenses applicable to Private Funds advised by the Firm are set forth in the
applicable Private Placement Memorandum (“PPM”), subscription agreement, and/or other
governing document. In connection with the underlying investments for the Private Funds,
investors bear the management and other fees and expenses in accordance with the
disclosure in the applicable constituent documents.
Similarly, fees and expenses that may be applicable to offshore registered products are
described in each applicable product prospectus.

       Fee Schedule

HVP directly or indirectly through an affiliate is the general partner and investment adviser
to Private Funds structured as limited partnerships, similar closed-end vehicles, or SMAs.
Such Private Funds seek to achieve their investment objectives through either direct
investments or through investments made in unaffiliated private funds. Management fees
for Private Funds that invest in private equity strategies generally are based upon a
percentage of the Private Fund’s aggregate committed or invested capital ranging from
0.00% to 1.50%.

Fees for SMAs can vary and subject to the terms of the investment advisory agreement with
the Client.

HVP generally also receives a performance-based profits interest through each applicable
Private Fund’s general partner, entitling it to a certain percentage of the realized profits
subject to a preferred return or hurdle rate to limited partners. For primarily illiquid
investment strategies, these profits interests are based on realized gains and received
income only, and is subject, in some cases, to a reserve or “clawback” arrangement to the
account for losses incurred on holdings subsequently sold. All carried interest profit
allocations are subject to regulation under Section 205 of the Investment Advisers Act of
1940, as amended, (the “Advisers Act”) and Rule 205-3 thereunder.

       Other Fees Related to Private Funds Only

Although not a current practice, HVP and its affiliates are entitled to receive cash and non-
cash break-up fees , directors fees, commitment fees, monitoring fees, organizational fees,
setup fees, advisory fees, investment banking fees, underwriting fees, syndication fees,
administration fees, transaction fees, financing fees, amendment fees, prepayment fees,
closing fees, termination fees, consent fees, and other similar fees in connection with the
purchase, monitoring or disposition of investments or from unconsummated transactions,
including warrants, options, derivatives and other rights in respect of securities owned by a
Private Fund Client. Private Fund Clients will receive the benefit of certain such fees only as
set forth in their respective constituent documents.

Generally, feeder vehicles into a master fund bear a pro rata share of the expenses
associated with the related master fund and all expenses specifically associated with the
feeder fund unless otherwise specified in the definitive documentation.

       Other Fees

HVP’s fees are exclusive to any brokerage commissions, transaction fees, and other related
costs and expenses incurred by Clients. Clients often incur certain charges imposed by
custodians, brokers, and other third parties such as fees charged by managers, custodial
fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic
fund fees, interest expenses, other governmental charges, transfer and registration fees
associated with products or services that are necessary or incidental to such investments or
accounts, and other fees and taxes on brokerage accounts and securities transactions.
Performance fees are also charged on some accounts (please refer to the Performance-
Based Fees section (Item 6) and Brokerage Practices section (Item 12) within this Brochure
for additional details).

       Fee Billing

The Firm’s management fees are billed according to the terms of applicable advisory
...

Item 7 - Types of Clients

       Description

HVP provides discretionary investment advice to, among others, banks or thrift institutions,
registered investment companies, insurance companies, pension and profit-sharing plans,
trusts, estates, charitable organizations, Private Funds, other corporations and business
entities, and high net worth individuals.

For HVP’s Private Fund Clients, it is expected that interests in such Private Funds will be

offered and sold in private placement transactions only to investors that are “accredited
investors,” (as such term is defined in Rule 501 of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”)), and “qualified purchasers” or “knowledgeable
employees”, each as defined in the Investment Company Act of 1940, as amended (the
“1940 Act”) (or, in certain offshore funds, persons and entities that are not “U.S. persons,”
as defined in Rule 902 of Regulation S under the Securities Act).

       Account Minimums

The minimum account size for most SMAs or Private Funds-of-one is generally $25 million,
with a $1 million minimum maintenance value and in certain circumstances, these amounts
can be negotiated. In addition, the Firm provides other structures where investors can
participate in investment products through commingled vehicles which have lower
investment minimums, or funds-of-one structure that would require a higher minimum.

Additional details concerning applicable Client criteria will be provided in each Client’s
agreements, offering documents, private placement memorandum, or prospectus, as
applicable.

Please refer to the Fees and Compensation section within this Brochure for fee schedules.