HMI Capital Management LP

ITEM 5. FEES AND COMPENSATION

Below is a brief summary of certain fees and expenses paid by the Funds. Investors and prospective investors
in a Fund should review the relevant Fund’s governing documents and offering materials for an additional
discussion of fees and expenses with respect to that Fund. The information contained in this Item 5 is qualified
in its entirety by such documents.

Management Fees

For the services we provide to the Funds, HMI is generally entitled to receive management fees (assessed as to
each limited partner in the Fund) based on the net asset value of each limited partner’s capital account. Certain
Funds offer multiple series with different management fees. Management fees for certain series are subject to
a “step down” based on the aggregate net value (as defined in each Fund’s offering or governing documents) of
the fee-paying assets that we manage firm-wide. Management fees assessed to a limited partner in certain

series will be reduced based on the size of such limited partner’s capital account and / or the tenure of the
limited partner’s investment in the Fund.

Management fees are payable in advance at the beginning of each calendar quarter, and the amount of the
management fee assessed as to each limited partner is generally equal to one-fourth of the annualized
management fee rate times that limited partner’s capital account balance as of the first day of that quarter. HMI
deducts management fees directly from the Funds’ assets. While our management fees are not generally
negotiable, we may vary the management fees as to particular limited partners by a separate agreement, without
notice to the other limited partners. Additionally, HMI usually waives management fees and any incentive
allocations with respect to investments in the Fund made by certain HMI employees. (However, employees pay
a pro-rata portion of the Fund expenses described below based on their respective capital account balances.)

Prepayment of Fees

As noted above, management fees are payable quarterly in advance. Fund investors are generally permitted to
withdraw capital only at the end of each calendar quarter, at which time there generally will be no prepaid fees.
We are not required to refund any portion of our management fee if a Fund allows an investor to withdraw as of
a time other than a calendar quarter.

Incentive Allocations

In addition to management fees, the General Partner is generally entitled to receive an incentive allocation (an
“Incentive Allocation”), subject to a high water mark, modified high water mark, index-based hurdle or fixed
hurdle, as applicable. The amount and structure of the Incentive Allocation vary by each series of a Fund and are
set forth in the relevant governing and / or offering documents of the Funds. Incentive allocations for non-side
pocket related investments are made to the General Partner at the end of each fiscal year (and on any withdrawal
by or distribution of funds to investors during a fiscal year), which are calculated based on both realized and
unrealized gains and losses, and, as applicable, subject to netting of losses in side-pocket investments, as
described in the Funds’ governing and offering documents.

Compensation for Board Services

From time to time, HMI employees may serve on a board of directors or as advisors for public and private
companies, including those in which the Funds invest. HMI employees are required to return any directors’ fees
and / or other compensation to HMI if such position is in connection with a Fund investment. Such compensation
will offset the management fees paid by the Funds by the amount of the directors’ fees and / or other
compensation. In addition, it is HMI’s policy to give to the Funds any equity awards, stock options, warrants, or
other non-cash compensation received by such HMI employee in connection with serving on the boards of
directors of the companies.

Other Fees and Expenses

Subject to each Fund’s governing documentation, each Fund generally bears all expenses of the Fund including,
but not limited to:

    •   the management fee;

    •   expenses incurred in connection with the ongoing offer and sale of limited partner interests (including
        the costs of preparing, reproducing, and disseminating offering materials and supplemental materials
        used in the offer and sale of limited partner interests);

    •   brokerage commissions and other costs of executing and settling transactions involving Fund assets
        (including, but not limited to, mark-ups and mark-downs, private placement fees and commissions),
        including costs and expenses associated with using a service provider unaffiliated with HMI or the
        General Partner to provide an outsourced trading desk function;

    •   all Fund bookkeeping and administrative expenses, including the costs of the annual audit and the
        preparation and distribution of financial, tax and other reports to partners, fees and costs of a third-
        party administrator (including related indemnitees), and other accounting and legal expenses (including
        fees paid to HMI’s or General Partner’s counsel for services that benefit the Fund) and including
        expenses related to acting as the tax matters partner;

    •   expenses related to certain regulatory matters related to the Fund (including AIFMD, and the preparation
        and filing of Form D, state “blue sky”, filings under the Securities Act of 1933, as amended (including
        Section 13 and filings on Forms 3, 4, and 5) and any amendments thereto);

    •   third-party and out-of-pocket fees, costs and expenses relating to systems and software (including order
        management systems and software) used in connection with Fund and investment-related activities
        whose associated expenses constitute Fund expenses;

    •   fees and expenses, including interest (including, without limitation, commitment, structuring,
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ITEM 7. TYPES OF CLIENTS

We currently provide investment advice only to the Funds. The Funds are privately offered investment funds that
are not regulated under the U.S. Investment Company Act of 1940, as amended, in reliance on Section 3(c)(7)
of that Act. Each Fund imposes minimum investor qualification standards and minimum investment
requirements, subject to HMI’s waiver in its sole discretion.