Wellspring GBL LLC

Item 5: Fees and Compensation

Wellspring receives compensation, varying by each Fund and consisting of a management fee
and/or annual performance-based allocation, which is calculated based upon a percentage of
the net capital appreciation of the respective Fund at the end of each fiscal year subject to a
hurdle rate and catch-up (the “Performance Fee”). Investors should refer to the respective
Governing Documents regarding specific Share Class and/or Segregated Portfolio fees and
expenses.

Wellspring GBL, LLC                                                         Form ADV Part 2A

Wellspring’s current fee schedule is generally as follows:

                                    Wellspring Fund                    Wellspring SPC

 Management Fee              Depending on Share Class- up to       Depending on Segregated
                             1.0% paid Monthly in arrears          Portfolio- up to 0.5% paid
                                                                       Monthly in arrears
                                                                  Depending on Segregated
 Performance Fee             Depending on Share Class-up to       Portfolio-up    to    20.0%
                              20.0% subject to an 8% hurdle       subject to an 8% hurdle rate
                                   rate and catch-up.             and catch-up, calculated
                                                                  annually

Management Fees, as applicable, are paid monthly in arrears based on each Investor’s account
at the end of the month.

Performance Fees, as applicable, are paid annually and generally equal to 20% of the net profits
attributable to each Investor’s capital account, if any, subject to an 8% hurdle rate and catch-
up.

Wellspring, in our sole discretion, may negotiate waiving or reducing the Management Fee
and/or Performance Fee to be paid by any Investor.

Wellspring is responsible for, and pays, all overhead expenses, including salary, employee
benefits, office rent, and other such expenses of an ordinary and recurring nature. All other
expenses are borne by the Clients, including but not limited to legal, auditing, and other
professional expenses, risk management and compliance consultants, administrator fees,
research and investment expenses, D&O and E&O insurance, reasonable travel,
accommodations, meal and other related expenses for investment-related travel by
Wellspring, due diligence tools and subscriptions, Director’s Fees and all expenses of meetings
of Directors including meals, travel and accommodations, and other expenses related to the
purchase, sale or transmittal of Client assets, as more fully described in each respective Fund’s
Governing Documents which Wellspring recommends all Investors read carefully.

Wellspring maintains an expense allocation policy to determine the methodology for, and
allocation of, expenses that are shared by the Clients, and/or Clients and Wellspring.

Fees to Portfolio Managers of Underlying Funds

The Funds are generally subject to fees charged by the underlying portfolio funds and
managers. These fees typically include a management fee, which generally ranges from 1% - 2%
on an annual basis, and in most cases a performance-based compensation arrangement, which
generally ranges from 15% - 20% of the capital appreciation in the underlying portfolio fund.
In addition, underlying funds incur certain expenses such as audit, legal and other professional
expenses allowable pursuant to each respective underlying fund’s private placement
memorandum and limited partnership agreement. Investors in the Funds bear these fees and
expenses (indirectly due to the Funds’ investment in these products) in addition to the fees
and expenses of the Funds in which they are direct investors.

Wellspring GBL, LLC                                                       Form ADV Part 2A

Client assets may be invested in money market mutual funds. To the extent that there are
fees applicable to those investments, the Client will bear its pro rata share of any fees and
expenses, which are in addition to the fees set forth above of the Funds.

The Firm manages a master-feeder structure which is an SPC and accordingly, the portfolios
within the SPC each bear their pro rata share of the expenses of the SPC. In addition, Clients
will incur brokerage and trading charges in connection with the underlying funds, as further
described in Item 12.

Item 7: Types of Clients

Wellspring’s Clients are solely the private investment funds. The Governing Documents
provide the eligibility criteria and minimum investment requirements for initial and additional
subscriptions.