HGC Advisor LLC

Item	5.		 Fees	and	Compensation

Each	Funds	pays	us	a	management	fee	at	the	beginning	of	each	calendar	quarter.	Those	fees	are
generally	equal	to	a	specified	percentage	(a	“Quarterly	Fee	Rate”),	multiplied	by	the	value	of	the
investors’	capital	commitments	to	that	Fund	during	the	Investment	Period	(generally	four	years)
and	 the	 investors’	 invested	 capital	 thereafter.	 Our	 Quarterly	 Fee	 Rate	 is	 generally	 0.50%	 per
quarter	(or	2.00%	per	year).	Management	fees	are	charged	on	capital	commitments	during	the
commitment	period	and	on	invested	capital	thereafter.

With	respect	to	each	series	of	the	Series	LLC,	rather	than	a	quarterly	management	fee,	we	are
paid	 a	 one-time	 management	 and	 administrative	 fee	 equal	 to	 2%	 of	 each	 investor's	 capital
commitment,	collected	at	the	time	of	the	initial	capital	call	for	that	series.

In	 addition,	 affiliates	 of	 HGC	 are	 entitled	 to	 receive	 incentive	 or	 performance-based
compensation	from	the	Funds	(“Incentive-Based	Compensation”)	in	the	form	of	a	carried	interest
distribution	 generally	 equal	 to	 20%	 of	 the	 investment	 proceeds	 distributable	 by	 the	 Fund	 in
excess	 of	 the	 capital	 invested	 by	 the	 Fund’s	 investors	 and	 their	 allocable	 share	 of	 fees	 and
expenses.

For	each	series	of	the	Series	LLC,	carried	interest	is	equal	to	10%	of	the	investment	proceeds
distributable	 by	 that	 series	 in	 excess	 of	 the	 capital	 invested	 by	 the	 series'	 investors	 and	 their
allocable	share	of	fees	and	expenses.	Carried	interest	for	each	series	is	calculated	on	a	deal-by-
deal	basis	at	the	individual	series	level.

In	 certain	 circumstances,	 the	 management	 fees	 and/or	 performance	 based	 compensation
payable	by	an	investor	in	a	Fund	varies	from	those	paid	by	other	investors	in	the	same	Fund.	This
difference	could	be	based	on	such	factors	as	size	of	capital	commitment	to	the	Fund	or	timing	of
admission	 to	 the	 Fund.	 Such	 arrangements	 are	 typically	 agreed	 to	 via	 side	 letters	 with	 the
investors.

Other	Expenses
Each	 Fund	 also	 pays	 all	 of	 the	 expenses	 of	 its	 administration	 and	 operation.	 These	 expenses
generally	include,	among	other	things:

    • interest	on	borrowings;
    • investment	transaction	costs;
    • custodial	fees;
    • bookkeeping,	accounting	and	audit	fees	and	expenses;
    • legal	fees;
    • expenses	that	we	incur	for	investment	research	and	due	diligence;
    • tax	preparation	fees;
    • other	professional	fees;

    •   governmental	fees	and	taxes;
    •   travel	and	travel-related	expenses	that	we	incur	in	connection	with	investment	activities
        (including	attending	professional	investment	and	industry	specific	conferences);
    •   costs	of	reporting	to	investors;
    •   cost	of	governance	activities	(such	as	obtaining	investor	consents);	and
    •   all	other	reasonable	expenses	related	to	the	management	and	operation	of	the	Fund	or
        the	purchase,	sale	or	transmittal	of	Fund	assets,	all	as	we	determine	in	our	sole	discretion.

Each	Fund	also	bore	certain	costs	in	connection	with	its	organization	and	the	initial	offering	and
sale	of	ownership	interests	in	it,	and	each	Fund	also	continues	to	bear	the	costs	of	its	ongoing
offering	of	those	ownership	interests.

We	may	advance	costs	described	above	for	a	Fund	and	the	Fund	must	reimburse	us.	We	provide
office	personnel	and	space	required	for	the	performance	of	our	services	for	the	Funds.

Prepayment	of	Fees
As	 noted	 above,	 the	 Funds	 pay	 management	 fees	 to	 us	 quarterly	 in	 advance.	 If	 we	 were	 to
terminate	our	status	as	investment	manager	of	a	Fund	at	a	time	other	than	as	of	the	end	of	a
quarter,	 we	 would	 refund	 to	 the	 Fund	 a	 portion	 of	 the	 management	 fee	 that	 was	 paid	 at	 the
beginning	of	the	termination	quarter,	prorated	based	on	the	number	of	days	remaining	in	that
quarter.

Item	7.		 Types	of	Clients

HGC	provides	investment	advisory	services	to	pooled	investment	vehicles	operating	as	private
investment	funds.

Generally,	investors	in	the	Funds	are	required	to	be	“accredited	investors”	within	the	meaning
set	 forth	 in	 Rule	 501(a)	 of	 Regulation	 D	 under	 the	 Securities	 Act	 or	 “qualified	 purchasers”	 as
defined	in	the	Investment	Company	Act	of	1940,	and	“qualified	clients”	as	defined	in	Rule	205-3

under	 the	 Advisers	 Act.	 Each	 Fund	 imposes	 certain	 minimum	 investment	 requirements	 and
investor	 eligibility	 criteria,	 which	 are	 detailed	 in	 each	 Fund’s	 offering	 materials	 and	 other
governing	documents,	which	are	furnished	to	each	investor.