Welch Capital Partners LLC

Item 5 – Fees and Compensation
WCP offers advisory services either on an asset-based fee basis and/or a performance fee
basis as follows:

The Performance Fee Allocation is based on the performance of an account over each 12-
month period at a rate equal to 20% of the account's increase in net assets over that period,
subject to a “high water mark” provision that requires WCP to recoup any prior losses in
the account prior to receiving any additional performance fees. Performance compensation
is subject to the requirements of Rule 205-3 under the Investment Advisers Act of 1940, as
amended (the “Adviser’s Act”), and is described in detail in the investment advisory
agreement for the relevant SMAs or the Confidential Private Placement Memorandum for
the relevant private fund.

The Performance Fee Payable in Arrears is based on the performance of a managed account
invested in one or more Mature private investments, and/or Related Securities, at a rate
equal to 10% of the Net Dollar Distributions of the Mature private investments, and/or
Related Securities. Net Dollar Distributions are defined as aggregate capital distributions,
less aggregate capital contributions, net of management fees paid to WCP and the Hurdle.
The Hurdle is defined as the aggregate dollars generated if the Capital Remaining at Work
was invested in the 1-year U.S. Treasury, calculated on a daily basis. Capital Remaining at
Work is defined as capital contributions less any capital distributions (i.e., the net amount
of capital remaining in the investment that has yet to be distributed back to the investor).
The performance fee will be calculated and paid on an annual basis, in arrears, capturing all
activity that occurred in the Mature private investment(s) during the most recent 12-
month period. For the purpose of calculating incentive fees on private investments, an
investment is considered Mature if it meets one or more of the following criteria: (i) the
investment has reached the end of its original term as defined in the limited partnership
agreement or similar organizational document(s); or (ii) at least 80% of the capital
commitment has been contributed by investors and at least 100% of the capital
commitment has been distributed back to investors. Related Securities consist of individual
public securities that are (or were) associated with a private investment, or an idea

generated by way of discussions with one or more of the introducing general partners
and/or sponsors, and transacted in by WCP in order to hedge an underlying exposure
and/or generate additional returns for the investor.

The Asset-Based Fee Payable in Advance is payable at the beginning of each calendar
quarter or other dates on which an account is opened, or assets are added to an account at
a rate no greater than 0.375% of total assets (approximately 1.50% per annum). If the
calculation period begins other than as of the first day of a calendar quarter or the advisory
agreement is terminated on a date other than the end of a calendar quarter, the client is
entitled to a pro-rata adjustment of the management fee for the portion of the quarter for
which WCP did not provide advisory services and unearned fees are refunded to the client.

For SMA clients with discretionary accounts, WCP charges the asset-based fee in advance
on the account’s total assets as of the last business day of the previous calendar quarter.
For SMA clients that also choose to invest in one or more private investments, WCP
charges the asset-based fee in advance based on the Net Asset Value (“NAV”) of the private
investment(s) as of the last business day of the previous calendar quarter (as reported by
the introducing general partner and/or sponsor of the private investment). WCP may
charge its clients on an individual private investment basis or the aggregate value of all
private investments of which WCP acts as adviser. The client will direct payment of fees to
WCP from their SMA or from sources that are unaffiliated with WCP.

The Asset-Based Fee Payable in Arrears is payable on the first business day of the following
calendar quarter at a rate no greater than 0.375% of total assets as of the last business day
of previous calendar quarter (approximately 1.50% per annum). If WCP managed the
relevant account for less than an entire calendar quarter, the management fee will be
prorated accordingly.

For clients that are only invested in one or more private investments (“non-discretionary
clients”), WCP charges an asset-based fee in arrears at a rate no greater than 1.00% per
annum. The fee is calculated and billed on a semi-annual basis based on (i) the larger of
investment commitment size or most recently reported NAV of the client’s investment in
the private investment (as reported by the introducing general partner and/or sponsor of
the private investment), through the stated investment period of the private investment (as
defined in the limited partnership agreement or similar organizational document(s)); or
(ii) the most recently reported NAV of the client’s private investment, following the
conclusion of the stated investment period. WCP may charge its clients on an individual
private investment basis or the aggregate value of all private investments of which WCP
acts as adviser. The client will direct payment of fees to WCP from their SMA or from
sources that are unaffiliated with WCP.

Fees may be negotiable in certain cases for larger, SMA clients or seed investors for a
pooled investment vehicle. Client cash and cash equivalent assets swept into money market
funds at their custodial bank may be assessed a management fee as an expense by that
particular money market fund. Additionally, investments in mutual funds or exchange-

traded funds may be assessed fees as noted below. In those instances, the client will be
paying two advisory fees, one to WCP and one to the money market fund.
...

Item 7 – Types of Clients
WCP provides portfolio management services and, more broadly, investment advice to
individuals (including, without limitation, trusts, estates, and 401(k) plans and IRAs of
individuals), high net worth individuals, corporate pension and profit-sharing plans, Taft-
Hartley plans, charitable institutions, foundations, endowments, municipalities, private
investment funds, trust programs, and other U.S. and international institutions.

WCP only allows suitable investors to invest in the Fund. The Fund’s governing and
subscription documents provide the eligibility criteria and minimum investment
requirements as well as provide specificity on the different share classes, if applicable,
offered by the Fund. The underlying investors in the Fund, while not considered Clients of
the Firm under the Investment Adviser’s Act of 1940, as amended, are persons that are
both parties that qualify to invest in a 3(c)1 fund as an “accredited investor” within the
meaning of the Securities Act of 1933, as amended, and those parties that qualify to invest
in a 3(c)7 fund as “qualified purchasers” as defined in Section 2(a)(51)(a) of the Investment
Company Act of 1940, as amended, and certain “knowledgeable employees”.

WCP provides investment advice to clients, specifically on direct private investments. WCP
advises both its SMA clients, and other non-discretionary clients, on such investments
deemed suitable by WCP. While the client makes the ultimate decision on the investment’s
suitability within their broader portfolio, upon the client’s subscription, WCP receives
supervisory authority of the client’s investment and is the primary point of contact
between the client and the private investment.