Hughes & Company Investment Partners LP

Item 5 – Fees and Compensation

Hughes & Company and its affiliated General Partners receive fees and compensation in exchange
for advisory services provided to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio companies of the
Funds and reimbursements from portfolio companies for certain expenses advanced on their behalf.
The Funds are also responsible for bearing certain expenses as detailed in each Fund’s Governing
Documents and below. Differences exist from Fund to Fund, and certain Funds do not charge certain
fees, compensation or expenses that other Funds charge or charge them in different amounts. The
following is a general description of fees, compensation and expenses of the Funds. Limited partners
should refer to the Governing Documents of the applicable Fund for a complete understanding of
how Hughes & Company is compensated for its advisory services; the information contained herein
is a summary only and is qualified in its entirety by such documents.

Management Fees

Hughes & Company charges each Fund a management fee (the “Management Fee”), generally 2% per
annum of non-affiliated limited partner’s commitments. Specifically, each Fund (and, for the
avoidance of doubt, not the Pre-Fund Investment) will pay to Hughes & Company and/or one of its
affiliates, for advice and services to be provided to the Fund, an amount equal to, with respect to each
limited partner, 2% of aggregate limited partner subscriptions annually during the investment period;
thereafter, limited partners will pay 90% of the previous year’s Management Fee in each of the
following years until the Management Fee equals 1% of aggregate limited partner subscriptions for
Fund I. For Fund II, after the investment period, the Management Fee’s basis of 2% switches to
invested capital into portfolio companies.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, including following the stepdown date, and will not be reduced in
connection with any write-downs, except in the case of investments that have been written off as
worthless for tax purposes, or otherwise disposed of, in whole or in part, to the extent so sold,
distributed, written off or disposed of at or prior to the date of determination. Write-down
determinations are made in the discretion of the valuation committee in accordance with the relevant
Governing Documents and the Firm’s valuation policy. In most circumstances, the post step-down
Management Fee base will include capitalized transaction-specific fees and expenses of unrealized
investments, which poses a conflict of interest in that the inclusion of such fees and expenses results
in a higher Management Fee than if such expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to limited partners. All Management
Fees were negotiated with limited partners during the fundraising period of the applicable Fund and
are not subject to negotiation thereafter. Generally, limited partners participating in a subsequent
closing after the initial closing of a Fund are responsible for paying the Management Fee as of the date
of the initial closing or activation date of such Fund, plus interest, as applicable. In addition,
Management Fees are payable during term extensions unless otherwise notified to limited partners. A
Fund’s borrowings are generally taken into account for purposes of calculating the Management Fee,
as provided in each Fund’s Governing Documents.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees can differ from one Fund to another as well as among limited
partners in the same Fund. Such differences can arise from the size of a limited partner’s commitment
to a Fund, provisions of side letter agreements or other negotiated terms. Management Fees are
generally waived for Hughes & Company employees investing in a Fund (either as direct limited
partners or through a General Partner), affiliates, Operating Executives (defined below) and their
respective families investing in a Fund (although in each case, these limited partners generally pay their
pro rata share of certain other Fund expenses).

As per the provisions of the Governing Documents, Hughes & Company is permitted to waive, defer,
or reduce all or a portion of the Management Fee payable by a Fund in full or partial satisfaction of
any obligation of a General Partner and certain employees to invest in and alongside such Fund.
Certain waived portions of the Management Fee are treated by the Governing Documents as deemed
capital contributions by the relevant General Partner, which is effectively invested in the relevant Fund
on the General Partner’s behalf and operates to reduce the amount of capital the applicable General
Partner would otherwise be required to contribute to the Fund. Limited partner capital contributions
are generally accelerated due to waived, deferred, or reduced Management Fees and/or the timing of
receipt of fees subject to offsets, and Fund limited partners could thus receive less than the full benefit
of such reductions or offsets (e.g., during periods when Hughes & Company no longer receives
Management Fees and receives compensation that would otherwise be subject to offset, Hughes &
Company, depending on certain elections that may be made by Fund limited partners, may be entitled
to retain such compensation without remitting any such amounts to the applicable Fund or its
investments).

Management Fees will generally be reduced by, as applicable: (i) costs incurred by Hughes & Company
in connection with the organization of a Fund that exceed a limit as specified in such Fund’s
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Item 7 – Types of Clients

Hughes & Company provides investment advice to its Funds, which are exempt from registration
under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (the “Investment Company Act”). The Funds limit their respective limited partners to: (i)
“accredited investors” as defined in the Securities Act of 1933, (ii) “qualified purchasers” or
“knowledgeable employees,” each as defined in the Investment Company Act and (iii) “qualified
clients,” as defined in the Advisers Act. Limited partners in the Funds must also meet certain other
suitability qualifications prior to making an investment in a Fund. The Funds are not registered
or required to be registered under the Investment Company Act, are not made available to the general
public, their securities are not registered or required to be registered under the Securities Act of 1933
and Fund interests are privately placed to qualified investors. Qualified investors include individuals
or entities to which Fund interests are permitted to be sold, which generally includes (i) in the United
States, people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to Hughes &
Company and/or the Funds. The Funds typically require capital commitments from each limited
partner of at least $5 million for institutional investors, although the applicable Fund’s General Partner
has, in its sole discretion, accepted lesser amounts.

The limited partners participating in the Funds include high net worth individuals, other investment
entities, university endowments, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations, fund of funds, corporations, limited partnerships, limited liability companies
or other business entities, Operating Executives or other service providers retained by Hughes &
Company and typically include, directly or indirectly, principals or other employees of Hughes &
Company and its affiliates and members of their families.