Item 5. Fees and Compensation
Windcrest Partners Public Investments Fund
The Adviser is paid a quarterly management fee at the rate of 1.5% per annum of the net assets of the
respective Windcrest Partners Public Investments Fund (the "WPPIF Management Fee"). The WPPIF
Management Fee is paid in advance and is withdrawn from the Windcrest Partners Public Investments
Fund account at the beginning of each quarter. The WPPIF Management Fee is prorated for any period
that is less than a full quarter.
Windcrest Partners Public Investments GP, LLC, an affiliate of the Adviser, receives performance-based
compensation that is based on a share of capital gains on or capital appreciation of the assets of the
respective Windcrest Partners Public Investments Fund (the "WPPIF Incentive Allocation"). The WPPIF
Incentive Allocation is an amount equal to 20% of each Fund Investor of the Windcrest Partners Public
Investments Fund’s share of net profits and is subject to a “loss carryforward” provision.
The Adviser may waive or reduce the WPPIF Management Fee and WPPIF Incentive Allocation for
investors in the Windcrest Partners Public Investments Fund that are members, principals, employees or
affiliates of the Adviser, relatives of such persons and for certain large or strategic investors.
Windcrest Partners II
The Adviser is paid a quarterly management fee at the rate of 1.5% per annum of the net assets of
Windcrest Partners II (the "WPII Management Fee"). The WPII Management Fee is paid in advance and
is withdrawn from the Windcrest Partners II account at the beginning of each quarter. The WPII
Management Fee is prorated for any period that is less than a full quarter. The Adviser may waive or
otherwise modify the WPII Management Fee.
Windcrest Partners GP, LLC, an affiliate of the Adviser, receives performance-based compensation that is
based on a share of capital gains on or capital appreciation of the assets of Windcrest Partners II (the
"WPII Incentive Allocation") over each consecutive two-year period (the "Two-Year Performance Period").
The WPII Incentive Allocation is an amount equal to between 16% and 20% of the net capital
appreciation of Windcrest Partners II over the Two-Year Performance Period, in each case subject to a
"loss carry-forward" adjustment and/or a "clawback" adjustment. The Adviser may waive, reduce or
calculate differently the WPII Incentive Allocation.
Holyoke Funds
The Holyoke Funds pay the Adviser's designee a quarterly management fee (the "Holyoke Funds
Management Fee"), and the Adviser's designee pays to the Adviser a portion of such fees.
The Adviser's designee is paid the Holyoke Funds Management Fee at a rate of 0.75% per annum of the
net asset value of Holyoke Partners Fund I, LP and a rate of either 0.5% or 0.75% per annum based on
the net asset value of each applicable series or class of shares of Holyoke Partners Offshore Fund
Limited. The Holyoke Funds Management Fee is paid in advance and is withdrawn from the Holyoke
Funds' accounts at the beginning of each quarter. The Holyoke Funds Management Fee is prorated for
any period that is less than a full quarter. The Adviser's designee may elect to waive the Holyoke Funds
Management Fee in whole or in part for investors in the Holyoke Funds. The Adviser's designee pays a
portion of the Holyoke Funds Management Fee to the Adviser.
Expenses
In addition to the fees and allocations described above, Clients will also be subject to additional fees and
expenses such as legal, auditing, accounting (including out-sourced accounting) and other professional
expenses, fees and expenses of an administrator, organizational expenses, research expenses (including
research-related travel) and investment expenses such as commissions and other fees described in each
Client's offering materials. The Holyoke Funds invest in unaffiliated pooled investment funds. As a result,
the Holyoke Funds bear their pro rata share of the underlying funds' operating and other expenses
including, in addition to those listed above: sales expenses, legal expenses; internal and external
accounting, audit and tax preparation expenses; and organizational expenses. Windcrest Partners Public
Investment Fund may be invested in money market mutual funds, ETFs or other registered investment
companies. In such cases, Windcrest Partners Public Investment Fund will bear its pro rata share of the
investment management fee and other fees of the fund, which are in addition to the management fee paid
to the Adviser. The U.S Feeder Fund and the Offshore Feeder Fund are invested in a master-feeder
structure. As a result, the U.S Feeder Fund and the Offshore Feeder Fund each bear a pro rata share of
the expenses associated with the Master Fund. In addition, Clients will incur brokerage and other
transaction costs. Please refer to Item 12 of this brochure for a discussion of the Adviser’s brokerage
practices.