HOF Capital Management LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to HOF vary among its Clients. In general, these fees are not
negotiable. However, HOF may waive or reduce fees for certain Investors at its discretion. The range
of compensation is as follows:
        1.       Management Fee
With respect to the Funds, HOF typically receives an asset-based management fee calculated as 2% of
each Investor’s commitment, payable in advance in accordance with the applicable Fund’s governing
documents. Management fees for SPVs vary, but generally range between 0% and 5%, although in
some instances they may be higher in lieu of charging carried interest. The calculation and timing also
varies for each SPV in accordance with its governing documents. Investors should review the
applicable Client’s governing documents (collectively referred to herein as the “Governing
Documents”) for details.
        2.       Performance-based Fees
HOF also receives carried interest equal to a percentage of the net income allocated to each Investor
for the year, but only to the extent net income allocated to that Investor exceeds any cumulative losses
that were allocated to that Investor for earlier periods and that have not been recovered (a “Return
Hurdle”). From the Clients, this carried interest generally ranges from 0%-30%. Special terms are
generally available for certain Early Fund II and Growth Fund I Investors, based on their respective
commitment amounts.
Carried interest will only be charged to accounts of those Investors who are “qualified clients” as
defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).
        3.       Fee Comparison
Client expenses, including the management fee for SPVs may constitute a higher percentage of average
net assets than could be found in other investment programs, as in some instances the SPV
management fees may be (and have been) increased in lieu of charging carried interest or in instances
where the SPV is subject to a lower carried interest than that charged to other Clients. Such fee terms
for SPVs are individually negotiated with Investors.
B.      Payment of Fees
Each Investor pays its proportionate share of management fees, carried interest and third-party fees
(discussed below). All fees are deducted from Clients’ assets. Management fees, which are paid in
advance, are generally withdrawn at the beginning of each year. Carried interest is determined as of the
last business day of the calendar year and as of any date on which an Investor receives a distribution.
C.      Third-Party Fees and Expenses
Clients pay such costs and expenses as HOF shall reasonably determine to be necessary, appropriate,
advisable or convenient to carry on their business and realize their objectives.

                                                                                         Part 2A of ADV:
                                                                                            HOF Brochure

The Funds are responsible for expenses incident to the organization of such Fund and its General
Partner, costs incurred in the making, holding, purchase, sale or exchange of portfolio securities
(whether or not ultimately consummated) (including, legal, audit, tax, accounting, banking and
consulting expenses and any placement fees, finder’s fees, and real or personal property taxes), Fund
meetings, Advisory Committee (as defined in the applicable Fund’s Governing Documents) matters,
indemnification obligations pursuant to the partnership agreement or other Governing Document,
liability and other insurance premiums, and any extraordinary expenses of the Funds; provided,
however, that any Excess Organizational Expenses shall decrease the management fee paid to the
General Partner.
To the extent that any expenses borne by the Funds pursuant to the above paragraph also benefit one
or more Clients or other HOF Capital Entities (as defined in each Fund’s organizational documents),
such expenses shall be allocated among the Fund and the applicable Clients, or HOF Capital Entities
(i) pursuant to the Funds governing documents (ii) in the case of expenses related to any portfolio
company investment (or proposed portfolio company investment), in proportion to the relative
amounts invested (or proposed to be invested) by each such entity in such portfolio company, (iii) in
proportion to the aggregate capital commitments of each such entity, or (iv) by another reasonable
method for allocating such expenses as determined by the respective General Partners’ in good faith.
Funds will also bear all costs and expenses related to the liquidation of a respective Fund’s assets upon
termination of such Fund.
SPVs’ expenses may vary but in general are similar to those paid by the Funds.
HOF’s fees are exclusive of commissions, transaction fees, and other related costs and expenses which
shall be incurred by the Clients. Such charges, fees and commissions are exclusive of and in addition
to HOF’s management fee, and the Firm shall not receive any portion of these commissions, fees, and
costs.
Please see Item 12 of this Brochure regarding brokerage.
D.      Prepayment of Fees
With the exception of management fees payable in advance, HOF does not require prepayment of
fees, though it is accepted upon request. Unless an Investor requests an upfront prepayment of fees,
fees are pro-rated for the Clients’ first and last fiscal years based upon the ratio of the number of days
in each such period bears to 365. The Clients are closed-end investment vehicles and invest on a long-
term basis. Accordingly, fees are expected to be paid, except as otherwise described in the particular
Client’s Governing Documents, during the term of the Clients. Investors generally are not permitted
to withdraw or redeem Interests in the Clients.
E.      Outside Compensation for the Sale of Securities
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Item 7 – Types of Clients

HOF provides investment advice and management to private investment vehicles, including the Funds
and SPVs. The Firm intends to provide the same or similar services to other private investment
vehicles in the future.
As of the date of this Brochure, HOF manages three mini master-feeder fund structures, with a
Delaware limited partnership as the Master Fund and a Cayman Islands limited partnership as the
Feeder Fund. The Funds invest in multiple portfolio companies as discussed more fully in Item 8,
below.
HOF also manages multiple SPVs. SPVs are typically organized as Delaware limited liability companies
or limited partnerships, but may be organized in other jurisdictions in some instances. HOF may form
a SPV when an opportunity falls outside of a Fund’s mandate but is still an exceptionally attractive
deal. SPVs may also be formed for pro-rata/available follow-on investments in Fund portfolio
companies that are offering large stakes in a round alongside other investors. SPV sizing is determined
by matchup between available allocation and investor demand.

                                                                                         Part 2A of ADV:
                                                                                            HOF Brochure

HOF restricts the number of Investors in the Clients and offers Interests only through non-public
transactions in order to maintain their exclusion from “investment company” status under the
Investment Company Act of 1940, as amended (the “Investment Company Act”).
Investors must meet eligibility criteria and generally cannot withdraw or redeem their Interests.
Investors are encouraged to thoroughly review the applicable Client’s Governing Documents, which
set forth all of the terms in detail. Though Clients generally pursue similar strategies, offering terms
may differ.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933), an Investor who is eligible to enter into a performance fee arrangement under
state and/or federal law, as applicable, and must meet other criteria as specified in the organizational
documents. The minimum investment commitment varies by Client and is subject to waiver at the
discretion of HOF.