HH Capital Management Inc

Fees and Compensation
The fees applicable to each Client are set forth in detail in the relevant investment management
agreement with such Client. Generally, HHCM has the authority to waive, reduce or calculate
differently any of the fees described herein and/or in any investment management agreement.

Advisory Fees

HHCM will typically receive an annual advisory fee (“Advisory Fee”) from each Client for
acting in an investment advisory role with respect to such Clients. The typical Advisory Fee is
set at a flat annual rate.

Advisory Fees are typically paid on a monthly basis on last day of each month, with certain
amounts reserved which are paid at the end of each calendar year. In the event that an advisory
agreement with the Client is terminated, HHCM is will be entitled to receive the full Advisory
Fee through the end of the original term of such advisory agreement.

Reimbursement of Expenses

In addition to Advisory Fees, Clients are typically required to reimburse HHCM for all out-of-
pocket costs, fees and expenses, including travel expenses (lodging, meals, business class airfare
and other transportation), incurred in connection with the performance of HHCM’s advisory
services.

Third Party Compensation

In some cases HHCM may receive compensation from parties other than its Clients in
connection with Client investments or other services provided by HHCM to the client. While this
compensation may vary in form, HHCM addresses the conflicts of interest created by these
payments by (x) disclosing the relevant facts and circumstances to the applicable Client and (y)
crediting the amount of such fee against the Advisory Fee otherwise payable by the applicable
Client.

                           HH CAPITAL MANAGEMENT, INC.
                             Form ADV, Part 2A Brochure

        Performance Based Fees and Side-by-Side Management
As described above under “Fees and Compensation,” HHCM receives an Advisory Fee and a
reimbursement of expenses from Clients in consideration for advisory services. None of HHCM
or any of its supervised person receive any performance-based fees from Clients for advisory
services.

                          HH CAPITAL MANAGEMENT, INC.
                            Form ADV, Part 2A Brochure

Types of Clients
HHCM provides management and investment advisory services exclusively to institutional and
high net worth investors.

                             HH CAPITAL MANAGEMENT, INC.
                               Form ADV, Part 2A Brochure

        Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies

HHCM advises its Clients with respect to several asset classes, including real estate, public and
private investment funds, direct equity investments (in control and non-control positions), and
debt. Asset allocation recommendations are determined based upon the unique circumstances of
each Client.

Real estate investments range from development properties to stabilized properties, and may be
in any sector, including commercial, industrial, and residential. Investments are evaluated using
various approaches, including income analysis, sales comparisons and cost. HHCM also
strongly emphasizes the qualifications of the developer.

Public and private investment funds opportunities are evaluated based upon a variety of factors,
including historical performance and fees. When evaluating private funds, considerable weight
is put upon the character and reputation of the fund’s management group.

Equity positions are evaluated using a variety approaches including discounted cash flows,
comparable company analyses, transaction comparisons, asset value, and sum of the parts.
Consideration is also given to the weight of the position within a Client’s portfolio and the
investment biases of each Client.

Debt investments are evaluated using traditional credit analysis and incorporate repayment
capacity, collateral, liquidity, credit rating (when available) and quality of management, among
other factors.

Risks

The following is a brief overview of some of the risks associated with the methods of analysis
and investment strategies used by HHCM’s; however, it is not intended to serve as an exhaustive
list or a comprehensive description of all risks and conflicts that may arise in connection with
such methods and strategies. In addition, see “Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading” for additional risks associated with certain conflicts of
interest.

No Assurance of Investment Return; Past Performance. The past investment performance of the
Clients advised by HHCM should not be relied on as an indicator of future performance or
success. There is no assurance that HHCM’s investment strategies will result in returns with
respect to any particular Client or that the returns will be commensurate with the risks.

Reliance on Principal. There can be no assurance that the Principal will continue to be affiliated
with HHCM for any specific period of time. The loss of the Principal could have a material
adverse effect on the performance of the Clients’ investments.

                              HH CAPITAL MANAGEMENT, INC.
                                Form ADV, Part 2A Brochure

Public Health Risk. The ongoing COVID-19 pandemic, or the outbreak of another infectious
disease or any other serious public health concern, together with any resulting restrictions on
travel or quarantines imposed, could have a negative impact on the economy and business
activity in any of the regions in which Clients’ investments are made and thereby adversely
affect the performance of the investments.

Adverse Conditions in Capital and Credit Markets. Capital markets can be extremely volatile,
and any disarray in the credit markets, market dislocations, or the re-institution of more
conservative credit requirements could adversely affect the performance of investments,
particularly real estate investments. To the extent that some or all of these conditions occur and
continue for any significant period of time, such conditions could (i) reduce the value of
investments, (ii) significantly limit or eliminate Clients’ ability to employ leverage in connection
with their investment activities or (iii) reduce Clients’ ability to dispose of their Investments in
the ordinary course of business.

Real Estate Investment Risks. Real estate investments are subject to the risks inherent in the
ownership, development and operation of real estate and real estate related businesses and assets.
These risks include, but are not limited to, changes in local market conditions, the financial
condition of tenants, buyers and sellers of properties, changes in interest rates and the availability
of financing, the burdens of ownership of real property, general and local economic conditions,
fluctuations in occupancy rates, changes in building, environmental and other laws, energy and
supply shortages, various uninsured or uninsurable risks, natural disasters, epidemics or
pandemics (which may have an even greater impact on some asset classes such as senior
housing, office, and retail), changes in government regulations, changes in real property taxes,
environmental liabilities, contingent liabilities on disposition of assets, terrorist attacks and war,
construction delays, cost overruns, lease-up risks and other factors beyond the control of HHCM.
Adverse changes in some or all of these conditions could materially affect investment returns.

Illiquid Investments. Investments in equity interests in private companies (including private
companies whose sole or principal asset is real property) are not expected to be registered for
public sale under federal, state or other applicable securities laws. Such interests may not be
resold or transferred except in compliance with transfer restrictions included in the applicable
organizational documents of such companies. In general, such interests represent highly illiquid
investments that must be held for an indefinite period of time.

Leveraged Investments. Real estate investments typically utilize a leveraged capital structure, in
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