AWM Capital LLC

Item 5 - Fees and Compensation

   A. Financial Planning/Consulting Services

   Consulting services for financial planning and other consulting may be offered on a flat or hourly fee basis
   through AWM. The type and amount of the fees charged to the client will be negotiated on a case-by-case
   basis and are predicated on the complexity and scope of the services to be provided. An estimate of the

total cost will be determined at the start of the advisory relationship and shall be outlined in the agreement
for services. Consulting fees are payable in advance or as agreed upon with the client.

The client may terminate the consulting agreement within five business days of the date of acceptance
without penalty to the client. After five days, either party may terminate the agreement by providing written
notice to the other party.

B. Asset Management

For our investment advisory services, we are paid an annual fee based on the percentage of client assets
under advisement, ranging up to 2.00% annually of the assets’ value, with a minimum annual fee of $20,000
The compensation method is explained and agreed upon with the clients in advance of services being
provided. Fees may be negotiated on a case-by-case basis and are determined based on several factors
including the scope of work being provided, the assets under advisement, and the attention required to
manage the account. Alternatively, we may consider a fixed fee instead of an asset-based management fee.
Asset management fees charged by SAMs are not included in AWM’s advisory fee.

Clients are billed ahead of each quarter. The advisory fee is calculated by applying the applicable advisory
fee rate to the assets in each tier of the fee schedule. Asset values are determined by the independent
qualified custodian or by the valuation policies of the underlying investments for the private funds.

Fees are generally deducted directly from the client’s brokerage account under a written investment
management agreement between AWM and the client (the “Advisory Agreement”). The initial Management
Fee is payable when the Account is established, and prorated for the first partial calendar quarter, if
applicable. Thereafter, the Management Fee is payable on the first day of each calendar quarter based on
the value of the Assets in the Account as of the last business day of the prior calendar quarter. Withdrawals
from the Account and additions to the Account during any calendar quarter will be prorated for the
applicable partial calendar quarter and subtracted from or added to Account Asset values. Asset values for
the private funds are updated per the underlying investments' reporting schedule, which can be delayed up
to 120 days. For billing purposes, we use the most current asset value to calculate the fees for private fund
assets.

All clients will receive brokerage statements from the custodian no less than quarterly. The custodian
statement will show the advisory fee deduction for clients who authorize the advisory fees to be withdrawn
directly from their custodian account. Clients should be aware of their responsibility to verify the accuracy
of the fee calculation we submit to the custodian, as the custodian will not determine whether the fee has
been correctly calculated.

The client may terminate the Advisory Agreement (the “Agreement”) within five business days of the date
of acceptance without penalty to the client. After five days, either party may terminate the Agreement by
providing written notice to the other party. Upon termination of the Agreement, the Firm will prorate its
fees to the termination’s effective date and, if applicable, will promptly refund any unearned portion of its
fees to the client. The prorated fees will be equal to the amount of work performed at the time of
termination, and the unearned portion of the fees will be based on the number of days remaining in the
billing period. Termination of the Agreement will not affect (i) the validity of any action previously taken by
AWM under the Agreement; (ii) liabilities or obligations of the parties from transactions initiated before
termination of the Agreement; or (iii) the client’s obligation to pay AWM fees that have already been earned
under the Agreement. Upon the termination of the Agreement, AWM will not have any continuing
obligation to take any action.

C. Private Fund Fees

Management Fees
For Private Funds established in 2024 and thereafter, AWM may charge advisory fees to AWM Ventures for
our investment advisory services.

AWM Ventures may charge a management fee based on committed capital, up to 2.5% annually. AWM
Ventures or related individuals may have or earn Carried Interest in the funds. Fees may be negotiated on
a case-by-case basis. Fees are generally deducted directly from the private fund under the terms of the
private fund’s governing documents.

For some private funds, established prior to 2024 and advised by AWM, there are no management fees paid
by the private funds to AWM Ventures or AWM. For advisory fee billing purposes, AWM will treat each fund
as an investment recommendation to the client, and as such the value of the client’s investment in the fund
at each quarter end will be included in the client’s assets under advisement calculation for billing purposes
as described in Item 5.B above. The private funds' asset value is updated per the reporting schedule of the
underlying investments, which can be delayed up to 120 days. AWM will not have or earn any Carried
Interest in these funds.

Fund Operating Expenses
The investors in the private funds will bear and pay all expenses and costs related to the operation of their
investment vehicle, including, without limitation: (i) legal and accounting (ii) brokerage commissions,
custodial expenses and other investment costs, fees and expenses actually incurred in connection with
making, holding or disposing of investments; (iii) fees, costs and expenses of tax advisors, legal counsel,
...

Item 7 - Types of Clients

   AWM offers investment advisory services primarily to high- and ultra-high-net-worth individuals and
   families, and Private Funds.

   AWM only recommends private funds to accredited investors and qualified purchasers. Please refer to the
   private fund governing documents for fund details.

   The account minimum for separately managed accounts is $5,000,000. However, AWM retains the
   discretion to waive the account minimum, primarily upon analysis of the client’s future potential. The
   respective Fund's operating documents provide additional details regarding the minimum investment
   requirements for the private funds.