HoldCo Asset Management LP

Item 5 – Fees and Compensation

A.      None of the Funds currently pay management fees. Incentive allocations (“Performance
Compensation”) are charged to the Funds (other than HOF III) based on investment performance achieved
for each Fund (subject to hurdle rates and with “catch-up” provisions).

        The fees and expenses applicable to each Fund are set forth in detail in the respective Fund’s
offering documents, limited partnership agreements, investment management agreements and other
operative documents. However, all fees are subject to negotiation. Additionally, HoldCo has entered, and
may in the future enter, into agreements, such as side letters, with underlying investors in the Funds that
provide for terms, including management fees or Performance Compensation, that are more favorable than
the terms provided to other underlying investors in the Funds.

B.       Performance Compensation, when earned, is deducted from a Fund’s distribution proceeds when
such Fund makes carried interest distributions to its limited partners, provided that certain other conditions,
as set forth in the Fund’s operative documents, have been met.

C.       In addition to the fees and allocations described above, the Funds may also incur and bear the cost
of (i) investment-related expenses, including, but not limited to, brokerage commissions, clearing and
settlement charges, custodial fees, interest expense, consulting and professional fees relating to particular
investments or contemplated investments, investment-related travel and lodging expenses and research-
related expenses; (ii) operational expenses, including, but not limited to, legal expenses, accounting, audit
and tax preparation expenses, insurance premiums, fees for each Fund’s Administrator, and other similar
expenses; and (iii) organizational expenses, including, but not limited to, expenses relating to the offer and
sale of interests in the Funds, including associated legal expenses.

       In certain circumstances, expenses are allocated from time to time among the Funds on a basis that
HoldCo considers equitable based on the relevant facts and circumstances and in accordance with its current
expense allocation policy.

       Any future co-investment vehicles will not bear investment expenses related to any
unconsummated investment (sometimes referred to as “broken deal expenses”), to the extent that such
investment was also to be allocated to any other Fund advised by HoldCo had such investment been
consummated, as further disclosed in the related governing documents for each Fund.

        Item 12 further describes the factors that HoldCo considers in selecting or recommending broker-
dealers for Client transactions and determining the reasonableness of their compensation (e.g.,
commissions).

D.      No Funds pay fees in advance.

E.      Neither HoldCo nor any of its supervised persons accept compensation for the sale of securities or
other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

Item 7 – Types of Clients

         HoldCo provides investment advice to private funds, each of which is a privately-offered pooled
investment vehicle. The interests in the Funds managed by HoldCo were offered in private placements, and
in reliance on Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”),
to persons who are “qualified purchasers” as defined under the Company Act, and who are subject to certain
other conditions, which are set forth in the offering documents for the Funds. Typically, HoldCo requires
minimum investment amounts for limited partners of the Funds, which amounts are outlined in the offering
documents of each respective Fund. Minimum investments are negotiable at HoldCo’s discretion.

       HoldCo does not provide investment advice to separately managed accounts, individuals, trusts,
investment companies, or pension plans.