Mill Creek Capital Advisors LLC

Item 5 – Fees and Compensation

MCCA’s fee for its services is generally based on a percentage of assets under management, in accordance with the fee schedule
below. Fees may be negotiated based on factors deemed relevant by us, including the value of assets placed with us and/or
special factors that in our view may either increase or reduce expenses associated with the administration of an account or
multi-account relationship.

Depending on the size of your accounts and other circumstances, fee increases or reductions in accordance with the following
schedule and other fee reductions may be appropriate:

Account Value             Applicable Fee Rate ($30,000 minimum)

$5mm - $10mm                      0.65%

$10mm - $20mm                     0.60%

$20mm - $50mm                     0.55%

$50mm - $100mm                    0.50%

$100mm +                          0.40% (negotiable)

Under special circumstances, we will accept and maintain accounts valued at less than $5 million. In these cases, we typically
charge a minimum fixed fee of $30,000. Additionally, under limited circumstances clients may be charged a flat fee.

We do not charge fees based on the advice given or decisions made. All program costs, direct and indirect, are fully detailed to
you.

MCCA’s fee is generally payable, in advance, on the first business day of each calendar quarter. The fee is based on the market
value of the account as of the last business day of the previous quarter. There is no adjustment made to MCCA’s fee as a result of
increases or decreases in account asset values during a quarter. Fees payable upon establishment or termination of the account
will be prorated for the portion of the calendar quarter during which the account is managed. A prorated refund will be given if
you terminate our services after a quarterly fee payment.

The fees for the Specialist Managers are paid separately and are charged to your account. Investments in commingled funds
made on your behalf, whether in mutual funds, exchange traded funds, limited partnerships or other structures, will include
their own fees and expenses, including management and fund administration fees, among others. A complete explanation of all
fees and expenses charged by commingled funds is contained in each funds’ offering documents, which should be read carefully.

All fees, including those payable to MCCA, Specialist Managers, custodian banks and back-office service providers appear on
your monthly or quarterly custodial statement. In all instances the client will have an opportunity to review all fees and expenses
charged to its account. In certain instances, MCCA’s fee for discretionary accounts is deducted from the client’s assets by the
custodian or back-office service provider while in other instances MCCA directly invoices the client for its fees.

Our services, with the exception of investments made in hedge funds and private equity, may be terminated by you or by MCCA
upon thirty (30) calendar days prior written notice, without penalty. Longer notice is typically required for withdrawals from
hedge funds and/or private equity investments.

In special circumstances, MCCA enters into consulting or similar engagements with clients on an advisory basis. These clients
pay a negotiated fee for a specified period of time. Fees are billed in equal installments on a quarterly basis immediately
following quarter end. The consulting services may be terminated at any time by the client upon thirty (30) calendar day’s
written notice. In the event of termination, fees will be prorated to the termination date.

MCCA currently also serves as the investment advisor to certain partnerships created for investments in private equity or other
“alternative” investments and may form additional partnerships in the future. A related person of MCCA, MCSR GP LLC, serves
as general partner to these partnerships. MCSR GP LLC is wholly owned by MCCA. Interests in the partnerships are made
available exclusively to our clients, without sales charges. You must satisfy the suitability requirements specified in the offering
circular related to each partnership.

As general partner, MCSR GP, LLC does not receive a fee for the investment advisory services provided to the partnerships nor
any special allocation or carried interest out of partnership profits, and neither it nor MCCA are not otherwise compensated for
its or their services as general partner of these partnerships. Day-to-day investment decisions for the partnerships are generally
provided by Specialist Managers selected by, and under the supervision of, us as general partner. Specialist Managers are paid
directly by the partnership by which each is retained. All the terms of the partnership are fully set forth in their offering
document.

Sales and client service personnel of MCCA are not compensated for referring client accounts to MCCA, for sales of the
commingled funds offered to clients, or for client account portfolio transactions. Sales and client service personnel of MCCA do
not receive asset-based sales charges or service fees from the mutual funds and exchange traded funds that clients invest in.

MCCA may from time to time compensate individuals or firms for soliciting clients on its behalf in accordance with the rules of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and/or other applicable law. Promoter and endorsement
activity is accompanied by written notice where required that the promoter is paid for its activity and the investor may obtain
the product or service directly from MCCA rather than through the solicitor and further that payment of a solicitation fee may
adversely impact the investor’s ability to negotiate fees with MCCA.

Item 7 – Types of Clients

MCCA provides investment advice to a various types of clients, including individuals, high net -worth individuals, pooled
investment vehicles, pension and profit-sharing plans, 401(k), 403b, trusts, estates, charitable organizations, corporations and
endowments, Taft-Hartley, among others. Absent special circumstances, we accept and maintain only those clients with assets
under management valued at $5 million or more. The majority of these relationships are discretionary. MCCA has a limited
number of non-discretionary and investment consultant relationships.

Although MCCA uses its best efforts to avoid any actual or potential conflicts of interest, such conflicts may arise from its
management of multiple client accounts at the same time. MCCA has policies and procedures in place that are intended to
eliminate and/or mitigate these actual or potential conflicts and that are described in this Brochure, including in the Code of
Ethics and Brokerage Practices sections. One potential conflict of interest that may arise is based on the different investment

objectives and strategies employed by MCCA clients. Depending on each client account’s investment objectives and investment
allocation strategies, MCCA may give investment advice and/or execute portfolio transactions for one client account that may
be different or conflicting from the investment advice given and/or portfolio transactions executed for another client account.
MCCA’s investment decisions are the product of many factors, including client specific investment guidelines as well as
suitability considerations for a particular client account. Thus, it is possible that MCCA may buy a particular security for one or
more client accounts when one or more other client accounts are selling that security, and vice versa.