Republic Capital Adviser LLC

Item 5.          Fees and Compensation

          A. Management fees are generally either (i) paid one-time by the Fund upon each closing if
             such Fund is an SPV fund or (ii) deducted from aggregated unreturned capital
             contributions on a quarterly basis for Funds which are multi-asset funds. Republic Capital
             or its affiliates may waive, reduce, or modify the management fee pursuant to the relevant
             Operative Documents. With respect to multi-asset funds, on a quarterly basis, the Funds’
             administrators calculate the amount of management fees and performance allocation that
             is due or is to be accrued in accordance with the Funds’ offering memorandum. Republic
             Capital verifies that each Fund administrators’ calculations are consistent with the fees
             set out in the Funds’ Operative Documents by recalculating the fees and comparing these
             calculations to the actual amounts recorded by the Fund administrators at the close of the

   Fund.

B. The specific terms of fees and compensation are established by Republic Capital and are
   set forth in each Fund’s Operative Documents. Subject to limitations, the Funds shall pay
   a management fee for the investment advice and other services to be provided by
   Republic Capital. In certain circumstances, the fees charged by a Fund to its participants,
   as determined by Republic Capital and its affiliates, may be negotiable.

C. In addition to the management fees described above, each Fund is responsible for certain
   offering and organizational expenses as disclosed in each respective Fund’s Operative
   Documents. Except as otherwise provided in the Operative Documents, SPVs generally
   are required to pay: organization fees (which include but are not limited to legal fees,
   accounting fees, printing costs, filing fees, establishment and registration fees as well as
   pro-rata expenses related to marketing interest to prospective investors), audit reserve
   fees, escrow fees and other fund operating expenses including costs associated with
   maintaining the operations of the fund, software for accounting management, custodial,
   banking and brokerage fees, commission and expenses, fees associated with the Fund’s
   tax returns and Schedules K-1, tax audits, investigations, fees associated with preparing
   financial statements, audits and distributions of statements to underlying participants,
   expenses incurred by the Fund in carrying out its duties to the Fund as well as expenses
   incurred with meetings called by the general partner of a Fund. If a Fund holds digital
   assets which require special custody arrangements or can be staked for possible benefit
   to the Fund, the Fund will generally incur those expenses as well. Each Fund will pay
   expenses relating to the liquidation of the Fund (“Distribution Expenses”) prior to any
   fund distributions. These expenses include brokerage commissions, escrow fees, clearing
   and settlement charges, custodian fees and other costs related to the securities held by the
   Fund.

   For the multi-asset Funds, except as otherwise provided in the Operative Documents, the
   costs and expenses borne by a Fund generally include those fees and expenses discussed
   above as well as the following, if not otherwise covered and without limitation:
   acquisition, holding, restructuring, recapitalization and disposition of investments of the
   Fund, travel, due diligence and development expenses incurred in connection with such
   Fund’s investments, such Fund’s compliance expenses, organizing entities through or in
   which investments will be made, fees and expenses of the administrator, expenses
   incurred in maintaining the place of business of such Fund, taxes or other governmental
   charges, legal, custodial, auditing, accounting, due diligence, appraisal, valuation and
   consulting expenses (which may include expenses related to the engagement of one or
   more consultants or advisers to a Fund to provide special consulting or advisory services
   in connection with one or more investments, and expenses associated with the preparation
   of the Fund’s financial statements, tax returns and other similar reports), costs of reporting
   to and holding meetings of the Fund’s partners, compensation paid to any advisory board,
   reasonable premiums for insurance protecting such Funds, costs of winding up and
   liquidating the Fund, costs of any regulatory filings, regulatory reporting or other
   regulatory obligations of the Fund that relate to the Fund, including extraordinary expenses
   such as litigation, workout and restructuring and indemnification expenses, if any.

             Allocation of Expenses
             In the event that Republic Capital incurs offering and organizational expenses that relate
             to or benefit multiple Funds, such expenses will be pro-rated by each applicable Fund’s
             relative assets compared to the pool of affected Funds. Multiple Funds may incur
             expenses related to their participation in a particular investment or otherwise become
             subject to costs in connection with their operation that benefit or are allocable to more
             than one Fund or account. Republic Capital seeks to allocate those common expenses
             among the applicable Funds and accounts in a manner that is fair and reasonable over
             time. Allocation methodologies may differ by expense type, including pro rata based on
             any net asset value, equal allocation across all Funds and accounts, or other
             methodologies that are appropriate for the expense type as determined by Republic
             Capital in its reasonable discretion. These expense allocation decisions involve potential
             conflicts of interest. Expense allocations will often depend on inherently subjective
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Item 7.          Types of Clients

As described in Item 4 (Advisory Business) of this Brochure, Republic Capital only provides advisory
services to Funds, which generally operate as exempt investment companies under the Investment
Company Act of 1940, as amended. Participants in Funds, to the extent that the Fund charges any
performance fees, are typically limited to individuals and entities that meet the criteria of “Qualified
Clients.”

Prospective and existing underlying Fund participants should refer to the Operative Documents of each
respective Fund for information on minimum investment requirements. Republic Capital maintains
discretion to individually waive, increase or reduce the minimum investment required in any Fund.

Item 8.          Method of Analysis, Investment Strategies and Risk of Loss

          A. An investment in any Fund involves a high degree of risk and is suitable only for
             participants of substantial means who have no immediate need for liquidity of the amount
             invested or committed and who can afford a risk of loss of all or a substantial part of such
             investment. Terms in this section capitalized below but not previously defined in this
             Brochure carry the meaning included in a Fund’s Operative Documents, which may include
             a Limited Partnership Agreement, Private Placement Memorandum, and Subscription
             Agreement.

             Investment Strategy and Methods of Analysis
             Republic Capital seeks to generate capital appreciation by investing in early-stage
             companies and digital assets that Republic Capital believes have the potential to disrupt
             markets and become market leaders in their respective sectors. Republic Capital sources
             investment opportunities from a variety of co-investors, consultants and venture advisors.
             These partnerships provide for access to what the Firm believes to be some of the highest
             quality investments in these sectors. Typically, Republic Capital evaluates potential
             investments based on, but not limited to, their founders, market, revenue, growth margins,
             stage, and sector, among other factors. Republic Capital generally advises Funds which
             invest in technology companies across fintech, deep tech, enterprise, blockchain and web3
             that address untapped market opportunities, are built by iconoclastic entrepreneurs and are
             attempting to transform industries through innovation. A Republic Capital Fund may also
             acquire digital assets through its investments in cryptocurrency-based protocols and/or
             companies.

             Investing in Funds, which themselves invest in securities and other novel assets involves
                            a risk of total loss that Clients should be prepared to bear.

B & C. Participating in a Fund involves significant risks. There is no assurance or guarantee that
       any Fund will achieve their respective investment objectives, will not incur losses, or will be
       profitable. Listed below are some of the risks associated with a Fund investment. The
       following explanation of certain risks is not exhaustive but rather highlights some of the
       more significant risks involved in the Funds’ investment strategies. For a complete
       explanation of each Funds’ relevant investment strategies and their associated risks,
       underlying investors are instructed to review the relevant Operative Documents or
       investment management agreement, which may contain additional explanations of
       strategies, risks and other related details not discussed below.

        Overall Business Risks.
        Republic Capital’s investment strategy involves making long-term investments, directly and
        indirectly, in early-stage companies, independently managed funds and certain digitals
        assets. These types of investments involve significant risks on two levels: first, early-stage
        companies, independently managed funds and certain digitals assets are high-risk
        investments due to their untested and novel nature, leading to unpredictable outcomes;
        second, these investments are generally long term and illiquid and therefore there are
        generally no efficient paths to exiting a position outside of certain liquidity events. Like
        most start-up and early-stage development companies, no assurance can be given that such
        portfolio companies will develop to the point of generating revenue, much less earning
        profits. Even if a portfolio company earns profits, a Fund may not be able to recoup its
        investment or make a profit. With respect to independently managed funds, the general
        partner will not have any control or ability to monitor the investment decisions of such
        funds. With respect to portfolio assets which are digitals assets, this is a new and emerging
        asset class with numerous risks associated with valuation, security, liquidity and acceptance
        or lack thereof by local and foreign regulators. With respect to portfolio assets which are
        interests in third-party managed pooled investment vehicles, the risks above are
        compounded by third-parties managing the capital invested.

        General Economic Conditions.
        General economic conditions worldwide may affect Republic Capital’s activities and that
        of the portfolio companies in which it invests. Interest rates, general levels of economic
        activity, the price of securities and the appetite for start-up companies in the financial market
        may affect the value and number of investments made by Republic Capital or considered
        for prospective investment.

        Illiquid Investments.
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