Mai Capital Management LLC

Item 5 - FEES AND COMPENSATION

Fee Schedules
MAI negotiates and charges different fees for certain accounts based on the client's needs, services, and
circumstances. MAI clients obtained from acquisitions may be invoiced for a higher or lower fee than an
existing MAI client. MAI also manages employee and related accounts for a reduced fee. Fee or billing
arrangements are detailed in the client agreements, and any fee changes are reflected in a fee
addendum. As a result, clients may pay different fees for similar services, and billing practices may differ
based on negotiated arrangements, legacy arrangements, acquired relationships, or the scope and
complexity of services provided.

Advisory Services
Discretionary or Non-Discretionary Portfolio Management Fees
Fees for portfolio management services are negotiable and outlined in your advisory agreement and fee
schedule. They may be structured as a percentage of assets, a flat fee, a retainer, or another
arrangement.
For asset-based fees, rates are client-specific and can be tiered.
Cash holdings may be included in the fee calculation, as specified in your agreement. Clients may pay
advisory fees on cash even when cash earns a lower return than other investments or when cash is held
for liquidity, allocation, or accommodation purposes. This creates a conflict because MAI earns more
advisory fees when cash is retained in a fee-billed account than when cash is distributed or excluded.
Unless a client agreement states otherwise, assets that MAI treats as non-managed or reporting-only are
excluded from MAI's advisory fee calculation. If a client agreement includes any non-managed or
reporting-only asset in the fee base, the agreement or invoice will identify that treatment.
Customized arrangements with clients can include negotiated fees for clients with a service package,
including investment advice, wealth management, and other non-advisory services such as bill-pay or
income tax preparation. Generally, MAI's policy is to round account and fee values to the nearest dollar
when invoicing clients.
A limited number of clients are parties to "wrap fee" arrangements that they have arranged with brokers.
The client pays MAI our investment management fee and the "wrap fees" charged by the wrap program
sponsor. Paying investment management fees to MAI and wrap fees to the sponsor will increase overall
costs. Therefore, performance will differ in these "wrap fee" arrangement portfolios compared to other
managed portfolios.
MAI charges UMA Program sponsors an annual fee, typically calculated and payable quarterly (in
advance or in arrears per the sponsor's standard provisions), based on the assets using a particular
investment strategy. However, the fee amount varies depending on the sponsor's total assets under
management.
In some instances, MAI uses the services of third-party investment managers (sub-advisers) to manage
MAI client assets. When appropriate and in the client's best interest, MAI will allocate a portion of the

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                                                            Form ADV, Part 2A Brochure | June 30, 2026

client's portfolio to the sub-adviser for management. While the client's portfolio is invested with another
manager, MAI has a committee to monitor the sub-adviser's performance and assess external
organizational and product-level changes. The client will pay fees associated with client portfolios
managed in whole or in part by a sub-adviser. In some cases, the fees charged under a sub-adviser
arrangement are greater than those charged if a sub-adviser is not managing the account.
MAI allocates assets to private investments where it is not the fund sponsor. In many cases, the
valuations received by MAI will be estimated valuations. The estimated valuation is adjusted to the actual
value when it is received by MAI, which can change the information reported.
MAI will use the estimated valuation provided by the fund sponsor to calculate the quarterly management
fee. If the current valuation is unavailable to the extent applicable, the previous quarter-end valuation will
generally be used to calculate the fee. Such valuations are subject to adjustment in the next quarter based
on available valuation information if the adjusted fee amount (whether higher or lower) is greater than
five percent of the estimate. Typically, adjustments are not made to reflect new valuation information that
becomes available to MAI at a date later than as described above. However, MAI will make such
adjustments in its sole discretion. Private investment valuations involve judgment and uncertainty and
may not reflect the price at which an arm’s-length buyer or seller would transact. Because these values
may be used to calculate advisory fees, valuation practices present a conflict of interest. MAI seeks to
address this conflict by relying on valuations from fund sponsors, managers, administrators, custodians,
or other third-party sources when available and through its review processes.
For MAI-sponsored or MAI-managed Funds, MAI or its affiliates may have responsibility for or influence
over valuation inputs, review, or approval. Because valuations may affect management fees,
performance-based fees or carried interest, reported performance, and investor communications, MAI
has a conflict of interest. MAI addresses this conflict through valuation governance, including the
valuation committee, the fund administrator, the auditor, and a written valuation policy, as applicable to
each Fund.

MAI as Sub-Adviser
MAI is a sub-adviser to third-party advisers and is compensated for these services. The annual fees MAI
receives for our services through third-party sub-advisory relationships vary based on the program,
minimum investment requirements, and asset levels and will typically be at or lower than our standard
...

Types of Clients
MAI provides investment, advisory, and wealth management services to several client groups (as
described in Item 4 - Advisory Business), including:
   •   individuals, high-net-worth (“HNW”) and ultra-HNW individuals (“UHNW”);
   •   families and family offices;
   •   sports professionals;
   •   trusts, and
   •   institutions, including pension and profit-sharing plans, employee benefit plans, endowments,
       foundations, trusts, and other entities such as corporations (primarily S corporations), and
       investment-related limited liability companies and limited partnerships managed by MAI.

Account Suggested Minimums
MAI suggests a minimum of $500,000 to establish an investment management account. MAI will accept
accounts below the suggested minimum for wealth management clients who establish a managed
account. In our composite construction criteria for reporting the performance of individual investment
strategies, MAI will set a lower minimum. For full-service wealth management and investment
management services, MAI suggests a net worth of at least $1,000,000 and a current income of at least
$150,000. Investors should refer to the subscription documents for minimum amounts related to the LLCs
and the private partnerships because net worth requirements and minimums will vary and may be higher
based on regulatory requirements.

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                                                            Form ADV, Part 2A Brochure | June 30, 2026