Alpha Wealth Funds LLC

ITEM 5: FEES AND COMPENSATION ​
​
Description and Billing ​

THE FUNDS: ALPHA WEALTH FUNDS earns its fees and compensation by providing advice
and investment management services to THE FUNDS. The compensation will be in the form of
Management fees (the “Management Fee”) and Performance-based fees (the “Performance
Fee”), and assessed and billed as follows: ​

       Management Fees: The Management Fee is paid monthly in advance to ALPHA
       WEALTH FUNDS. The Management Fee is equal to 1/12 of 1%-2.0% (1.00%-2.0% per
       annum) of the beginning Capital Account balance of each Limited Partner for such
       month. A pro-rata portion of the Management Fee will be paid out of any initial or
       additional capital contributions to THE FUNDS on any date that does not fall on the first
       day of a month, based on the number of days remaining in such a partial month. No
       portion of the Management Fee will be refunded in connection with any withdrawals from
       a Limited Partner’s Capital Account during a month. These fees are deducted from each
       Limited Partner’s account.

       Performance-Based Fees: The Performance Fee shall be made to ALPHA WEALTH
       FUNDS in an amount equal between ten (10%) to twenty percent (20%) depending on
       the amount of the net capital appreciation allocated to each Limited Partner during each
       calendar year; provided, however, that such Performance Fee shall be subject to a loss
       carry-forward provision, also known as a “High Water Mark,” so that no Performance Fee
       will be deducted from any Partner’s capital account until prior losses allocated to such

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       Partner have been recouped. In the event of a partial or full withdrawal, any accrued
       Performance Fee through the date of withdrawal may be calculated and charged at that
       time in accordance with the fund governing documents.

       The Performance Fee will only be charged to “qualified clients” as that term is defined in
       Rule 205-3 under the Investment Adviser Act of 1940, or similar state statutes. ALPHA
       WEALTH FUNDS may, in its sole discretion, enter into arrangements with Limited
       Partners under which the Performance Fee is lowered or the Management Fee is
       reduced, waived or calculated differently with respect to such Limited Partners, including,
       without limitation, Limited Partners that are members, affiliates or employees of ALPHA
       WEALTH FUNDS, members of the immediate families of such persons and trusts or
       other entities for their benefit, or Limited Partners that make a substantial investment or
       otherwise are determined by ALPHA WEALTH FUNDS in its sole discretion to represent
       a strategic relationship. ​
       ​
       Other fees and expenses: THE FUNDS shall pay for all ordinary operating and other
       expenses, including, but not limited to, investment-related expenses (such as brokerage
       commissions, clearing and settlement charges, custodial fees, interest expenses,
       expenses relating to consultants, brokers or other professionals or advisers who provide
       research, advice or due diligence services with regard to investments, appraisal fees and
       expenses and investment banking expenses); research costs and expenses (including
       fees for news, quotation and similar information and pricing services); legal expenses
       (including, without limitation, the costs of on-going legal advice and services, blue sky
       filings and all costs and expenses related to or incurred in connection with ALPHA
       WEALTH FUNDS’ compliance obligations under applicable federal and/or state
       securities and investment adviser laws arising out of its relationship to THE FUNDS, as
       well as extraordinary legal expenses); accounting fees and audit expenses;
       administrative fees; tax preparation expenses and any applicable tax liabilities (including
       transfer taxes and withholding taxes); other governmental charges or fees payable by
       THE FUNDS; director and officer and/or errors and omissions liability insurance
       premiums or fiduciary liability insurance premiums for directors, officers and personnel of
       ALPHA WEALTH FUNDS; costs of printing and mailing reports and notices; and other
       similar expenses related to THE FUNDS, as ALPHA WEALTH FUNDS determines in its
       sole discretion. To the extent that expenses borne by THE FUNDS are paid by ALPHA
       WEALTH FUNDS, THE FUNDS will reimburse ALPHA WEALTH FUNDS for such
       expenses. There may be additional fees or charges that result from the maintenance of a
       Limited Partner’s participation including, but not limited to, fees associated with
       purchasing Interests via an IRA and Qualified Retirement Plan. Other fees are generally
       deducted from the capital account of each Limited Partner.

Accounts Managed Separately: ALPHA WEALTH FUNDS earns its fees and compensation by
providing personalized discretionary and non-discretionary asset management services. ALPHA
WEALTH FUNDS will assess a management fee (the “Management Fee”) or consulting fee (the
“Consulting Fee”) to provide discretionary and non-discretionary portfolio management services.

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       ​
       Management Fee: The Management Fee is an annual fee based on a percentage of the
       client’s assets under management. Clients are assessed an annual asset management
       fee of up to 1.5%- 2% of the value of a client’s assets held in that client’s account. The
...

ITEM 7: TYPES OF CLIENTS
A. Types of Clients ​

ALPHA WEALTH FUNDS generally provides discretionary and non-discretionary investment
advisory services to Individuals, Institutions, THE FUNDS and other investment advisers.

ALPHA WEALTH FUNDS provides investment advice to THE FUNDS, which invests its assets
in securities. Interests in THE FUNDS are offered through private placements and are not
registered under the Securities Act of 1933 or the securities laws of any state. Investors in THE
FUNDS are required to meet the definition of an “accredited investor” as defined in Rule 501(a)
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of Regulation D under the Securities Act of 1933. Certain investors may also qualify as
“qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940.
Performance-based compensation (such as incentive allocations or performance fees) is
charged only to investors who meet the definition of a “qualified client” under Rule 205-3.
Investors who do not meet the qualified client standard may be admitted to THE FUNDS but will
not be charged performance-based compensation. ​

B. Conditions for Account Management ​

THE FUNDS: ALPHA WEALTH FUNDS generally requires Limited Partners in THE FUNDS to
commit $250,000 as a minimum initial investment. ALPHA WEALTH FUNDS reserves the right
to reduce the minimum initial capital contribution and to accept subscriptions for lesser amounts. ​

Accounts Managed Separately: ALPHA WEALTH FUNDS generally requires a minimum initial
investment of $500,000 for a separately managed account. The minimum initial investment is
negotiable. ​