WPH GP LLC

Item 5 – Fees and Compensation

The Advisor’s compensation from each Wincove Fund is charged in accordance with the terms of each Wincove
Funds’ limited partnership/operating agreements, offering documents, and management agreements.

With respect to WPH, the original Class A Limited Partners are not charged a direct ongoing management fee; Class
B Limited Partners are charged a 1% annual fee an annual management fee in an amount equal to the product of (i)
1% multiplied by (ii) the average fair value of the Fund as of the first and last day of such fiscal year multiplied by the
Class B pro rata sharing ratios at such time. The annual management fee with respect to any fiscal year is payable in
arrears on the 20th business day after completion of WPH’s financial statement audit, and the fee will be pro-rated if
less than a full fiscal year.

With respect to WPH II, all limited partners are charged a quarterly management fee payable quarterly in advance,
equal to 0.50% (2.00% annually) of limited partner commitments, commencing upon the initial closing date of WPH II
through the expiration of WPH II’s investment period. Thereafter, the quarterly management fee will equal the product
of 0.50% (2.00% annually) multiplied by the aggregate cost basis of the investments held by WPH II (excluding the cost
basis of all or any portion of investments that have been disposed of or written-off as worthless for U.S. federal income
tax purposes), determined with respect to the last day of the calendar year immediately preceding such quarterly period.
The Advisor may, in its discretion, reduce, rebate or waive all or any portion of the management fee that is attributable
to any WPH II limited partner, without entitling any other limited partners to any waiver, rebate or reduction.

With respect to the SPVs and WPH Quantum, the Advisor currently does not charge direct ongoing management fees
based on invested capital.

The Advisor or its affiliates may receive certain fees (whether in cash or in the form of options, restricted stock, warrants
or other similar rights) from Portfolio Companies in connection with the purchase, monitoring or disposition of the
Wincove Funds’ investments or in connection with unconsummated transactions or in connection with providing services
to such portfolio companies as directors, consultants or otherwise (e.g., directors’ fees, transaction fees, financial
consulting fees, monitoring fees, advisory fees and break-up fees). Currently, Portfolio Companies pay a quarterly
management fee to Wincove for investment and business advisory services related to the ongoing creation of value
in each portfolio investment. The quarterly fees are subject to separate service agreements as negotiated between
the Advisor and the Portfolio Companies. The quarterly fees are generally based on a stated percentage of a Portfolio

                                                            Wincove
                                        607 Boylston Street, Suite 603, Boston, MA 02116
                                       Phone: (603) 770-9785| Website: https://wincove.com

Company’s EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) over a certain time period.
For some Portfolio Companies, the quarterly fee is subject to a fixed minimum or maximum amount. For WPH
Quantum, the Advisor charges a fixed quarterly fee to the underlying portfolio company of WPH Quantum.

The management fee with respect to each calendar quarter for WPH II will be reduced by the WPH II limited partners’
pro rata share of 80% of WPH II’s pro rata share of any directors’ fees, transaction fees, financial consulting fees,
monitoring fees, advisory fees or break-up fees paid by Portfolio Companies or proposed Portfolio Companies of WPH
II to the Advisor or GP entities during the immediately preceding quarter (collectively, “Offset Fees”); provided that any
fees or other remuneration paid by an actual or prospective Portfolio Company to (i) WPH Management LLC as a
reimbursement or directly to an employee of WPH Management LLC (other than the Partners) for services rendered to
a Portfolio Company while acting as an officer or employee of (or consultant to) such Portfolio Company and/or (ii) an
operating advisor shall not be considered an Offset Fee. To the extent Offset Fees with respect to WPH II would reduce
the management fee for a given quarter below zero, such credit against the WPH II management fee will be carried
forward and will offset the WPH II management fee in future periods.

At or around the time of closing a portfolio investment, Portfolio Companies may pay or be charged for certain expenses
incurred as part of the transaction. Depending on the circumstances, such transaction-related expenses may be paid
directly by the Portfolio Companies or capitalized into the cost of the portfolio investment by the Wincove Funds. In
either case, the amount of such expenses will be included in (or will not reduce, as applicable) the fee calculation with
respect to WPH II. Portfolio Companies may also pay certain transaction or closing fees to WPH Management, LLC or
an affiliate at or around the time of closing a portfolio investment, which fees will generally be subject to the fee offset
with respect to WPH II (excluding such fees paid with respect to investments warehoused by WPH in anticipation of
being transferred to WPH II at a later time), but will not reduce the fee basis with respect to WPH II. These practices
result in such fund owning a larger percentage of the applicable Portfolio Company’s outstanding equity than it would
if the amount of such fund’s equity investment did not include the amount of such fees and expenses, but it will also
cause the fee basis, and so the management fee of a limited partner, to be higher over the life of the fund than if such
fees and expenses were applied differently for this purpose, so the Advisor has a conflict of interest in determining
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Item 7 – Types of Clients

Wincove provides investment advice to the Wincove Funds and WPH Quantum, which include privately-offered
investment partnerships or other investment entities formed under domestic law and operated as exempt investment
pools under the Investment Company Act of 1940, as amended (the “Company Act”). Investors in the Wincove Funds
and WPH Quantum include endowments, trusts, family offices, funds of funds, private individuals, closely-held
partnerships, non-profit organizations and other investment entities domiciled both within and outside of the United
States. The Partners, Wincove employees, certain business affiliates, and service providers may also directly or
indirectly invest in the Wincove Funds and WPH Quantum.