Winforest LLC

Item 5: Fees and Compensation

Item 5.A. Compensation for Advisory Services

WinForest is compensated for its advisory services through an annual “Management Fee” based on each
Limited Partner’s capital commitment during the Fund’s “Investment Period,” as those terms are defined
in Fund Governing Documents. After the Investment Period, the Management Fee is based on the Limited
Partner’s capital commitment at a reduced rate. Generally, the Management Fee is 1.25% per annum during
the Investment Period and .5% thereafter. The Management Fee is calculated and paid quarterly in advance
and prorated for any partial periods of less than a full quarter. In the sole discretion of the Fund’s General
Partner, the management fee may be reduced or waived with respect to certain Limited Partners,
including affiliates of the General Partner .

Details regarding WinForest’s Management Fees are set forth in the applicable Fund Governing Documents for
each Fund.

In addition to Management Fees, the Firm or affiliated General Partner generally will receive a performance
fee or carried interest, as described in Item 6 – Performance Based Fees. Any performance-based
compensation will be paid in accordance with Section 205(3) of the Advisers Act and the rules promulgated
thereunder, which specify certain qualification thresholds for investors being assessed such a fee.

Side Letters
WinForest or the Partnerships may enter into side letters with certain investors granting, reducing, or
modifying fees, reporting, liquidity, or other rights otherwise available under the applicable Partnership's
governing documents. WinForest is not obligated to notify other investors of or offer similar terms to any
side letter arrangement.

Item 5.B. Payment of Management Fees

Pursuant to the terms of each Fund’s governing documents, WinForest is authorized to deduct Management
Fees on a quarterly basis. The Management Fee may be paid (i) from capital contributions of Limited
Partners, [which will reduce such Limited Partners’ unpaid commitments,] or (ii) from current income or
disposition proceeds of the Fund.

Item 5.C. Other Fees & Expenses

Layering of Fees and Expenses
Under the Partnership Agreement, each Investor will pay a Management Fee to the General Partner and
will make Partnership expense payments required thereunder.

In addition, the Partnership, as an investor in the Underlying Funds and Direct Investments, indirectly
will bear its pro rata share of the expenses of the Underlying Funds and Direct Investments. Such
indirect expenses will include the Partnership’s pro rata share of an Underlying Fund’s and Direct
Investments’ expenses, such as custodial fees and brokerage commissions and may include overhead
expenses such as rent, secretarial expenses, charges for furniture and fixtures, legal and accounting fees,
management and consulting fees, personnel expenses, insurance premiums and similar expenses. The
Underlying Funds often charge (i) a fixed base fee (such as 1.0% to 2.0% of total capital commitments
on an annual basis) and (ii) a performance compensation based upon a percentage of realized net profits
of the Underlying Fund (as further discussed herein). This performance compensation is often twenty
(20%) of realized net profits but may be higher or lower. The management fees and performance
compensation charged to the Underlying Funds are rarely negotiable, and the General Partner is

authorized to invest in Underlying Funds that have compensation structures exceeding the range stated
above, potentially significantly. Generally, investments in Underlying Funds requiring significant
compensation will be made if the General Partner believes the potential return on the Partnership’s
investment in such Underlying Fund is particularly attractive.

Each Underlying Manager will receive any performance-based allocations to which it is entitled
irrespective of the performance of the other Underlying Managers generally. Thus, an Underlying
Manager with positive performance may receive compensation from the Partnership even if the
Partnership’s overall returns are negative. Investment decisions of the Underlying Funds are made by
Underlying Managers independently of each other. As a result, at any particular time, one Underlying
Fund may be purchasing shares of an issuer whose shares are being sold by another Underlying Fund.
Consequently, the Partnership could directly or indirectly incur certain transaction costs without
accomplishing any net investment result.

The above Underlying Fund fees and expenses may, in the aggregate, be greater than if the Partnership
engaged in direct investment activities instead of investing indirectly through Underlying Funds.

Expenses
In addition to any Management Fees and performance-based compensation paid to the Firm, each Fund is
responsible for its own organizational, investment, and operating expenses (“Fund Expenses”). These Fund
Expenses may be paid directly by the Fund or may be reimbursed to the Firm or its affiliates for expenses
incurred on the Fund’s behalf.

Fund Expenses are described more fully in each Fund’s governing documents, but generally include, without
limitation:

   •   All costs and expenses incurred in connection with the organization and establishment of the
       Partnership and the General Partner and the costs incurred in connection with the initial offering
       of Interests including, but not limited to, the costs incurred with the preparation and negotiation
       of this Agreement, the Subscription Agreement, and any offering materials, legal fees, and
       accounting fees;

   •   The Partnership’s portion of the expenses of each Underlying Fund, including the management
       and incentive fees payable to the Underlying Managers of such Underlying Funds and all costs
       and expenses related to the Partnership’s indemnification or subscription obligations to the
       Underlying Funds;
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Item 7: Types of Clients

WinForest provides investment advisory and management services to its affiliated Funds. The Funds are
offered only to “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of
1933, and to “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act of
1940, as amended (the “Investment Company Act”), as applicable based on Fund Governing Documents.
This amount may vary depending on the terms set forth in each Fund’s governing documents and the
discretion of the General Partner, who retains the right to waive the stated minimum investment amount.

WinForest’s Clients rely on certain exclusions and exceptions from the definition of “investment company”
in the Investment Company Act. Accordingly, none of WinForest’s Clients are registered as investment
companies with the SEC.

Investors in the Funds generally include high-net-worth individuals and family offices. These investors
qualify as “accredited investors,” “qualified clients,” and, where required by the applicable exemption,
“qualified purchasers” under the Securities Act of 1933, the Advisers Act, and the Investment Company Act,
respectively.