UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A

(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒x
Filed by a Party other than the Registrant ☐¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a – 6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
☐¨
Soliciting Material Pursuant to § 240.14a-12



WTI Fund X, Inc.

(Name of Registrant as Specified in its Charter)
N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
(Name of Registrant as Specified in its Charter)
 
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
☒x
​​
No fee required.
 ☐¨
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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



WTI FundFUND X, Inc.INC.

NOTICE OF SPECIALANNUAL SHAREHOLDER MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 30, 2022MAY 15, 2024




To the Shareholder of WTI Fund X, Inc.:

    An Annual Shareholder Meeting of WTI Fund X, Inc. (“the Fund:
On August 25, 2022,Fund” or “Fund X”) will be held at 11:00 a.m., Pacific time, on May 15, 2024, at the offices of Westech Investment Advisors LLC, (“Westech”), the investment adviser to WTI Fund X, Inc. (the “Fund”), and its equity owners entered into an agreement to sell all of the equity interests in Westech to P10, Inc., through one of its wholly owned affiliates (together, “P10”) (the “Transaction”). The Transaction is subject to certain approvals and other conditions to closing and is currently expected to close in the fourth quarter of 2022 (the “Closing”). The Closing will cause the current investment management agreement between Westech and the Fund (the “Current Agreement”) to terminate. In order to provide the Fund with continuity of investment advisory services after the Closing, a special meeting of shareholders of the Fund (including any postponements or adjournments thereof, the “Special Meeting”), will be held at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028, to consider and vote on September 30, 2022, at 10:00 a.m., Pacific time. The purposethe election of four members of the Special Meeting is to ask shareholdersBoard of Directors and the ratification of the appointment of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the fiscal year ending on December 31, 2024.
    Each shareholder that owned shares of the Fund to:
Proposal
Consider and vote on a proposed Investment Management Agreement between the Fund and Westech (the “New Agreement”) that will replace the Current Agreement.
The above proposal is more fully described in the Proxy Statement accompanying this notice. The Board of Directors of the Fund (the “Board”) voted unanimously to approve the Proposal. The Board believes that the Proposal is in the best interests of the Fund and its shareholders. The terms of the New Agreement are the same as the Current Agreement, including the same fee rates, except for the date and term of the agreement.
As is described in the Proxy Statement, shareholders are NOT being asked to approve the Transaction. However, the effectiveness of the Proposal is contingent on the Closing.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL DESCRIBED IN THE PROXY STATEMENT.
The close of business on July 31, 2022 has been fixed as the record date for the determination of shareholdersApril 3, 2024 is entitled to notice of, and to vote at the Special Meeting.this meeting. A shareholder may attend and vote at the Special Meetingmeeting in person, or may complete, date and sign the enclosed proxy card and return it by fax or e-mail. A shareholder that executes a proxy card may nevertheless attend the Special Meetingmeeting and vote in person. In the event there are not sufficient votes for a quorum or to approve the proposal at the time


                        By order of the Special Meeting,Board of Directors of the Special Meeting may be postponed or adjourned in order to permit further solicitationFund

                        /s/ David R. Wanek

                        DAVID R. WANEK
Director, Chairman of proxies by the Fund.Board
We appreciate your participation and prompt response regarding these matters and thank you for your continued support.
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By order of the Board of Directors of the Fund
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/s/ Maurice C. Werdegar
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Maurice C. Werdegar
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Director, Chairman
September 9, 2022
April 4, 2024


If you plan to attend the Special Meetingour meeting in person, please call Jared S. Thear at (650) 234-4306.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please complete the enclosed proxy card, date and sign it, and return it by fax or email.e-mail.



WTI FundFUND X, Inc.
(the “Fund”)

INC.
104 La Mesa Drive, Suite 102
Portola Valley, California 94028


PROXY STATEMENT
ANNUAL SHAREHOLDER MEETING
SPECIAL MEETING OF SHAREHOLDERS
May 15, 2024
To Be Held On September 30, 2022

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Bebe Held on September 30, 2022: May 15, 2024: This Proxy Statement, together with a Notice of SpecialAnnual Meeting and Proxy Card, and the Annual Report for the Fund for its year ended December 31, 2023, are available, with log-in information, on the internet at the following address: www.intralinks.com. You will be notified via email that the shareholder materials are available on Intralinks.www.intralinks.com. Please contact Lynda Colletta,Thomas Romero, at (650) 234-4321,234-4310, or by emaile-mail to lyndac@westerntech.com,thomas@westerntech.com, if you require assistance accessing suchthe website.
Introduction
Introduction

The Board of Directors of theWTI Fund X, Inc. (the “Board,” with the members of the Board referred to individually as the “Directors”“Fund” or “Fund X”) has issued this proxy statement (“Proxy Statement”) to solicit proxies for use at the SpecialAnnual Shareholder Meeting of Shareholders of the Fund to be held at 10:11:00 a.m., Pacific time, on September 30, 2022,May 15, 2024, at the principal offices of Westech Investment Advisors LLC (“Westech”), 104 La Mesa Drive, Suite 102, Portola Valley, California 94028, and at any postponements or adjournments thereof (collectively, the “Special Meeting”“Meeting”). At the Meeting, the election of four members of the Board of Directors of Fund X and the ratification of the appointment of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the fiscal year ending on December 31, 2024 will be considered and voted upon (the “Proposals”). This Proxy Statement, together with a Notice of SpecialAnnual Meeting of Shareholders and proxy card,Proxy Card, will be first delivered on or about September 9, 2022.April 4, 2024.
At the Special Meeting, shareholders of the Fund will be asked to vote on a proposal (the “Proposal”) to approve a new investment management agreement between the Fund and Westech (the “New Agreement”).
Voting Information
Record Date; Shareholders Entitled to Vote
The Board has fixed the close of business on July 31, 2022 as    On April 3, 2024, the record date for the Meeting (the “Record Date”), there were 100,000 shares of Common Stock, $.001 par value (“Shares”) of Fund X outstanding and entitled to vote. For a shareholder’s Shares to be represented at the Meeting, the shareholder must allow sufficient time for the determination of shareholders of the Fund entitledproxy to notice ofbe received by May 15, 2024. A shareholder may attend and to vote at the Special Meeting. Shareholders ofMeeting in person, or may complete, date and sign the Fund are entitled to one vote for each full share heldenclosed proxy card and a proportionate fractional vote for each fractional share held on the Record Date.
As of the Record Date, 100% of the Fund’s outstanding shares are ownedreturn it by WTI Fund X, LLC (the “LLC”). The LLC in turn is owned by its members (the “LLC Members”).
The Operating Agreement of the LLC grants the LLC Members pass-through voting rights, meaning that the LLC, as the sole shareholder of the Fund, may take no action as a shareholder of the Fund without first securing the approval of the LLC Members, with the same vote required of the LLC Members as is required of the shareholder of the Fund. As such, as to any matter discussed in this Proxy Statement requiring a vote of the Fund’s shareholders, the LLC Members will have direct voting rights with respect to the LLC and indirect pass-through voting rights with respect to the Fund. The vote requirement applicable to the Fund’s shareholders to approve this Proposal is discussed further below under the “Required Vote; Appraisals; Quorum; Adjournment” sub-section.
Solicitation of Proxies
Proxy solicitation will be made primarily by email and fax, but proxy solicitations also may be made by mail, telephone calls, or personal meetings conducted by officers and employees of the Fund and Westech. The costs of the proxy solicitation and the preparation of this Proxy Statement will be borne by Westech.
Revocation of Proxies
e-mail. A shareholder may revoke a proxy at any time before it is exercised by notifying the Secretary of the Fund Jared S. Thear, in writing at the above address, or by attending the Special Meeting and voting in person.
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Required Vote; Appraisal; Quorum; Adjournment
Approval The Fund’s Board of the New Agreement on behalf of the Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund present, in person or by proxy, and voting at the Special Meeting. A “majority of the outstanding voting securities” of the Fund means the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Special Meeting if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy at the Special Meeting; or (ii) more than 50% of the outstanding voting securities of the Fund. As such, due to the pass-through voting rights granted to the Fund’s shareholder LLC (as described above in the “Record Date; Shareholders Entitled to Vote” sub-section), the Proposal requires the approval of the holders of at least a majority of the outstanding shares of membership interests of the LLC (the “LLC Interests”).
As of the Record Date, there were 100,000 shares of Common Stock, $.001 par value (“Shares”) of the Fund outstanding and entitled to vote. For a shareholder’s Shares to be represented at the Special Meeting, the shareholder must allow sufficient time for the proxy to be received before September 30, 2022. A shareholder may attend and vote at the Special Meeting in person, or may complete, date, and sign the enclosed proxy card and return it by fax or email. The BoardDirectors does not have a formal policy regarding whether Directorsdirectors will attend special meetings of shareholders.annual shareholder meetings. It is anticipated that the Special Meeting will be conducted by proxy, with no shareholdershareholders attending. At the Fund’s 2023 annual meeting, all votes were submitted by proxy and one member of the Fund's Board of Directors attended the meeting in person. Should a shareholder indicate an intention to attend the Special Meeting and discuss items on the agenda, the Secretary of the Fund would so inform the Directors,directors, who might then elect to attend.
Any shareholder voting against the Proposal will not have appraisal or other similar rights.
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If the enclosed proxy is properly executed and returned in time to be voted at the Special Meeting, the Shares represented thereby will be voted in accordance with the instructions marked thereon. Unless a shareholder marks a proxy with contrary instructions, a proxy will be voted “FOR”“for” the matter listed in the accompanying Notice of SpecialAnnual Shareholder Meeting of Shareholders and “FOR”“for” any other matters deemed appropriate. If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or is marked with an abstention (collectively “abstentions”), the Shares represented thereby will be considered to be present at the Special Meeting for the purpose of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote “for” or “against” a matter and will be deemeddisregarded in determining the “votes cast” on an issue. Therefore, with respect to notthe Proposals, abstentions will be disregarded and will have voted and effectively are counted as votes “AGAINST” the Proposal becauseno effect on the approval of a minimum number of the outstanding voting securities is required.Proposals.

A majority of the Shares of the Fund must be present in person or by proxy to constitute a quorum to transact business at the Special Meeting with respect to the Fund. If a quorum is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve the ProposalProposals are not received, the Special Meetingpersons named as proxies may be adjourned for a reasonable time afterpropose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the date originally set for the Special Meeting, by theaffirmative vote of a majority of the Shares of the Fund represented at the Special Meeting either in person or by proxy,proxy. The persons named as proxies will vote those proxies which they are required to vote “for” the Proposals in favor of such adjournment, and further solicitationswill vote those proxies which they are required to vote “against” the Proposals against such adjournment. A shareholder vote may be made.taken on one or both Proposals prior to such adjournment if sufficient votes have been received.
Beneficial Owners
    The election of each of the nominated directors of the Fund requires approval by a plurality of all votes cast by the Fund’s shareholder at a meeting at which a quorum is present, and ratification of the appointment of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the fiscal year ending on December 31, 2024 requires approval by a majority of all votes cast by the Fund’s shareholder at a meeting at which a quorum is present. 100% of the Fund’s outstanding Shares are owned by WTI Fund X, LLC (the “LLC”). The LLC in turn is owned by its members (the “LLC Members”). The Operating Agreement of the LLC grants the LLC Members pass-through voting rights, meaning that the LLC, as the sole shareholder of the Fund, may take no action as shareholder of the Fund without first securing the approval of the LLC Members, with the same vote required of the LLC Members as is required of the shareholder of the Fund. Accordingly, the election of each of the nominated directors of the Fund requires the prior approval of the holders of at least a plurality of the outstanding shares of membership interests of the LLC (the “LLC Shares”), and ratification of the appointment of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the fiscal year ending on December 31, 2024 requires the prior approval of at least a majority of the outstanding LLC Shares.

Annex A to this Proxy Statement sets forth information about the beneficial owners and “groups” of beneficial owners (as that term is used in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), who beneficially owned more than 5% of the outstanding Shares of the Fund as of the Record Date, and about the Share ownership of the Board of Directors and executive officers of the Fund.
Principal Executive Officers
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    Proxy solicitation will be made primarily by e-mail, but proxy solicitations also may be made by mail, telephone calls or personal meetings conducted by officers and Directorsemployees of Westechthe Fund and Westech. The costs of the proxy solicitation and the preparation of this proxy statement will be borne by the Fund.
Annex B to this Proxy Statement sets forth the name, address, and principal occupation(s) of each principal executive officer and director of Westech.
    The Annual Reports
The annual reportReport for the Fund for its year ended December 31, 20212023 has been timely delivered to the Fund’s shareholders.
shareholder.
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Election of Directors (Proposal 1) – General Matters
PROPOSAL: APPROVAL OF A NEW INVESTMENT MANAGEMENT AGREEMENT
General Overview
The Transaction
On August 25, 2022, Westech Investment Advisors LLC (“Westech”),    All the investment advisernominees have consented to WTI Fund X, Inc. (the “Fund”), and its equity owners entered into an agreement to sell allserve as directors of the equity interestsFund if elected. If elected, each nominee will serve until the next annual shareholder meeting or until his successor is elected and shall have qualified. Unless a shareholder gives contrary instructions on the proxy card, Shares voted by proxy will be voted in Westech to P10, Inc., through onefavor of its wholly owned affiliates (together, “P10”) (the “Transaction”).the election of these nominees. If any of the nominees should withdraw or otherwise become unavailable for election, Shares represented by proxy will be voted in favor of such other nominee presented at the Meeting.

    These nominees, if elected, will constitute the entire Board of Directors of the Fund. To be elected, each nominee must receive the affirmative vote of a plurality of the Shares of the Fund represented at the Meeting in person or by proxy.

    The Transaction is subject to certain approvals and other conditions to closing and is currently expected to close indirectors of the fourth quarterFund who are not “interested persons” of 2022 (the “Closing”). The Closing will cause the current investment management agreement between Westech and the Fund (the “Current Agreement”) to terminate.
Shareholders are NOT being asked to vote on the Transaction. Rather, as is described below, shareholders are being asked to vote on approval of a new investment management agreement between Westech and the Fund (the “New Agreement”) required as a result of the Transaction.
The terms of the New Agreement are the same as those of the Current Agreement, including the same fee rates, except for the commencement and renewal dates. No changes are expected in the services provided by Westech to the Fund or in the personnel at Westech providing those services. If approved, the New Agreement will become effective upon the Closing of the Transaction.
Following consummation of the Transaction, P10 will own 100% of Westech and Westech will become a wholly owned subsidiary of P10. In general, the management and operations of Westech will continue to be controlled by its board of managers, which will initially be comprised of two representatives of Westech and one representative of P10. After the Closing of the Transaction, except for certain specified significant items (such as the approval of the operating budget, acquisitions, incurring debt, etc.“Independent Directors”), actions taken by Westech will require a simple majority of the Westech board. It is expected that management of day-to-day operations of Westech will remain substantially unchanged and will continue to be directed by Westech personnel.
Information Regarding P10
P10, a Delaware corporation headquartered in Dallas, Texas, and its consolidated subsidiaries (the “Company”) operate as a multi-asset class private market solutions provider in the alternative asset management industry. The Company’s mission is to provide its investors differentiated access to a broad set of solutions and investment vehicles across a multitude of asset classes and geographies. The Company’s existing portfolio of solutions across private equity, venture capital, private credit and impact investing supports its mission by offering a comprehensive set of investment vehicles to its investors, including primary fund of funds, secondary investment, direct investment and co-investments, alongside separate accounts.
The direct and indirect subsidiaries of the Company include P10 Holdings, Inc., P10 Intermediate Holdings, LLC (“P10 Intermediate”), which owns the subsidiaries P10 RCP HoldCo, LLC (“HoldCo”), Five Points Capital, Inc. (“Five Points”), TrueBridge Capital Partners, LLC (“TrueBridge”), Enhanced Capital Group, LLC (“ECG”), Bonaccord Capital Advisors, LLC (“Bonaccord”), Hark Capital Advisors, LLC (“Hark”) and P10 Advisors, LLC (“P10 Advisors”). HoldCo owns RCP Advisors 2, LLC (“RCP 2”) and RCP Advisors 3, LLC (“RCP 3” and together with RCP 2, “RCP”). (Bonaccord, ECG, Five Points, Hark, P10 Advisors, RCP and TrueBridge are referred to as the “P10 Affiliated Advisers.”)
The advisory services currently provided by each of the P10 Affiliated Advisers are as follows:
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Bonaccord is a private equity business focused on acquiring non-control equity interests in mid-size private markets sponsors.
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ECG is a diversified national asset management firm providing investment capital to small businesses that are underserved by traditional sources of funding.
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Five Points is a provider of private credit to the lower middle market. The firm primarily targets growth-oriented high return on net asset businesses with attractive, defensible market positions.
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Hark is a provider of fund financing solutions. Hark provides net asset value-based loans to financial sponsors based on the value of their unrealized portfolios in situations that would typically require equity.
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P10 Advisors is a niche-oriented private markets investment firm that intends to leverage its affiliation with P10 as well as its network of affiliated advisers also owned directly or indirectly by P10, to source investment opportunities for its clients.
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RCP is a private equity investment firm that provides access to lower middle market private equity fund managers through primary fund of funds, secondary funds and co-investment funds, as well as advisory and investment research services.
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TrueBridge is a venture capital investment firm focused on investing in venture and seed/micro-VC funds focused primarily on early-stage information technology, as well as directly in select venture and growth stage technology companies.
Summary of the Current Agreement Between the Fund and Westech
Introduction
The Fund and Westech entered into an initial investment management agreement dated as of May 13, 2021.
The renewal of the Current Agreement between the Fund and Westech was last approved by the Fund’s Board of Directors (the “Board,” with the members of the Board referred to individually as the “Directors”), including the “required majority” (as defined in Section 57(o)2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)), constitute its Audit Committee. The Audit Committee reviews the scope and results of the Board, including a majority of non-interested Directors withinFund’s annual audit with the meaning of Section 2(a)(19)Fund’s independent registered public accounting firm and recommends the engagement of the 1940 Act (“Independent Directors”independent registered public accounting firm. The Fund’s Board of Directors has adopted a written charter for the Audit Committee (the “Audit Committee Charter”), in December 2021.
Under the Current Agreement, Westech, subjectcurrent version of which is attached to the investment policies and guidelines established by the Board, identifies, evaluates, structures, and closes the investments to be made by the Fund, provides portfolio management and servicing of loans held inthis proxy statement as Annex B. The Audit Committee Charter requires that the Fund’s portfolio and administers the Fund’s day-to-day affairs. Westech also arranges and recommends debt financing for the Fund, which financing is subject to the Board’s approval.
Management Fee
Pursuant to the Current Agreement, the Fund pays Westech, quarterly, a base management fee (the “Management Fee”) for investment advisory and management services. The Management Fee is paid by the Fund based on a percentBoard of Directors determine whether one or more members of the committed capital of the Fund as follows:
Period
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Fund Management
Fee as a Percent of
Committed Capital
Year 1:
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1.575%
Year 2:
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1.600%
Year 3:
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1.575%
Year 4:
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1.500%
Year 5:
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1.250%
Year 6:
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0.900%
Year 7:
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0.600%
Year 8:
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0.350%
Year 9:
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0.150%
Year 10:
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0.000%
Carried Interest
Westech is also entitled to receive a “carried interest” equal to 20% of all profits of the LLC, subject to the LLC Members receiving a cumulative, non-compounded annual preferred return of 8% and any applicable clawback provisions. After payment of the 8% preferred return but prior to the 80%/20% split, WestechAudit Committee will be entitled to distributions equal to 25% of the preferred distributions to date.
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Other Compensation
In addition to the compensation under the Current Agreement and the carried interest, Westech is entitled to receive a management fee payabledesignated “financial expert,” as defined in rules adopted by the LLC (the “LLC Management Fee”) based on committed capital as follows:
Period
​​
LLC Management
Fee as a Percent of
Committed Capital
Year 1:
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0.175%
Year 2:
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0.400%
Year 3:
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0.675%
Year 4:
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1.000%
Year 5:
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1.250%
Year 6:
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1.350%
Year 7:
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1.400%
Year 8:
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1.400%
Year 9:
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1.350%
Year 10:
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1.500%
The LLC Management Fee is paid pursuant to an investment management agreement between the LLC and Westech. Consummation of the Transaction will result in a change of control of Westech and hence an assignment of the agreement between the LLC and Westech. The consent of the LLC (requiring a vote of the majority of the holders in interest of the LLC interests) to assignment of the agreement will be separately obtained.
In addition, if Westech or certain of its affiliates receives any compensation from a company whose securities are held in either the LLC or the Fund’s portfolio in connection with the provision to that company of significant managerial assistance, the compensation due to Westech under the Current Agreement will be reduced by the amount of such compensation. Such compensation could include directors’ fees paid to officers of Westech for serving on the boards of directors of borrowers, or finder’s or consulting fees paid to Westech for services such as locating acquisition candidates or additional or alternative sources of financing.
Expenses
Except for those specifically required to be borne by Westech, the Fund will pay all of its own operating expenses, including: (i) brokerage and commission expenses and other transaction costs incident to acquisitions and dispositions of investments and the creation and perfection of security interests with respect thereto; (ii) federal, state, and local taxes and fees, including transfer taxes and filing fees, incurred by or levied upon the Fund; (iii) interest charges and other fees in connection with borrowings; (iv) Securities and Exchange Commission (“SEC”) fees and expenses, including. The Board has determined not to designate a financial expert, based on its belief that all the expenses of compliance with SEC rules and regulations and any fees and expenses of state securities regulatory authorities; (v) expenses of printing and distributing reports and notices; (vi) costs of proxy solicitation; (vii) costs of meetings of shareholders and the Board; (viii) charges and expensescurrent members of the Fund’s custodian, transferBoard of Directors possess a high degree of experience and dividend disbursing agent; (ix) compensationsophistication in financial and/or accounting matters, and expensesthat the designation of a financial expert would not appreciably improve the workings of the Independent Directors, expenses of Directors in attending Board meetings, expenses of directors & officers liability insurance, and payments under indemnification agreements; (x) legal and auditing expenses, including expenses incident to the documentation for, and consummation of, investment transactions and legal actions to enforce the Fund’s rights under such investments; (xi) expenses associated with the preparation of tax returns and tax advice; (xii) costs of any certificates representing the membership interests in the Fund; (xiii) costs of stationery and supplies; (xiv) the costs of membership by the Fund in any trade organizations; and (xv) expenses associated with litigation and other extraordinary or nonrecurring expenses.Board.
With respect to the Fund, the operating expenses required to be borne by Westech are limited to: (i) all costs and fees incident to the selection and investigation of prospective Fund investments, such as travel expenses and professional fees (but excluding broker, legal, and accounting fees, and other costs incident to the documentation, closing, or consummation of such transactions); (ii) the cost of adequate office space for the Fund and all necessary office equipment and services, including telephone service, heat, utilities, and similar items; and (iii) the cost of providing the Fund with such corporate, administrative, and clerical personnel (including officers and
    The Independent Directors of the Fund who are interestedalso constitute its Nominating Committee. The Nominating Committee is responsible for the nomination of persons of Westech and are acting in their respective capacitiesto serve as officers and Directors) as the Board reasonably deems necessary or advisable to perform the services required to be performed by Westech under the Current Agreement.
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Term, Continuation and Termination
Following the initial approval by the Board, the Current Agreement was submitted to the LLC (whose sole member was Westech) for approval. Thereafter, the Current Agreement has continued; provided that, after the initial two-year period, such continuation is approved at least annually by the Board, including by a majority of the Directors who are not parties to the Current Agreement or interested persons of such parties, or a majority in interest of the LLC Members. The Current Agreement is terminable by votemembers of the Board or by the holders of a majority in interest of the LLC Members, at any time without penalty, on 60 days’ written notice to Westech. The Current Agreement may also be terminated by Westech on 60 days’ written notice to the Fund and will terminate automatically upon its assignment.
Comparison of the Current Agreement and the New Agreement
On August 11, 2022, the “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board, including its Independent Directors unanimously determined it to be in the best interests of the Fund, and its shareholdershas sole discretion to approvenominate the Proposal.
Independent Directors. The Board is recommending that shareholdersCharter of the Fund vote to approve the New Agreement. A copy of the New Agreement, marked to show changes from the Current Agreement,Nominating Committee is attached to this Proxy Statementproxy statement as Exhibit A. Any discussion of the New Agreement in this Proxy Statement is qualified in its entiretyAnnex C. The Nominating Committee will consider nominees recommended by reference to Exhibit A.
It is important to note that (i) the terms and conditions of the New Agreement will be identical to those of the Current Agreement, except as to the commencement date and term, (ii) the investment management fee rate(s) and other fees of the Fund under the New Agreement will not change as a result of the Transaction, (iii) the Transaction is not expected to result in any change in the investment objective(s) or investment strategies of the Fund, and (iv) the personnel of Westech providing services to the Fund are expected to continue in such roles upon the Closing of the Transaction.
The New Agreement and the Current Agreement have different effective dates. From the new effective date, the New Agreement, if approved by shareholders, will remain in force for an initial term of one year, and from year to year thereafter, so long as each such latter continuance is approved at least annually by (a) the vote of a majority of the Directors who are not parties to the New Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval; and (b) either by a vote of a majority of the Board or by a vote of a majority of the outstanding Shares of the Fund (as defined with respect to voting securities in the 1940 Act). The New Agreement may be terminated at any time, without the payment of any penalty, by the Board or by a vote of a majority of the outstanding Shares of the Fund on 60 days’ written notice to Westech, or by Westech at any time, without the payment of any penalty, on 60 days’ written notice to the Fund. The New Agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder.
Director Actions, Considerations, and Recommendations
On August 11, 2022, the Independent Directors considered the approval of the New Agreement for the Fund. In determining to approve the New Agreement, the Directors considered that they had approved, in 2021, the initial Current Agreement for the Fund, the terms of which are substantially identical to those of the New Agreement, which is currently in its initial two-year period. The Directors also considered that the Board has previously held meetings on July 13, 2022, July 22, 2022, and August 11, 2022, with Westech and P10 personnel, including meeting separately in an executive session with independent counsel, where they carefully considered and discussed various factors, including, but not limited to, the following:
the results of the due diligence conducted by Westech in respect of P10 and its senior management;
the material terms of the Transaction and the material terms of documents ancillary to the Transaction;
the potential benefits and risks to the Fund due to the Transaction, including whether the Transaction, and the proposed timing of the Transaction, would in any way be detrimental to or place any unfair burden on the Fund and its shareholders;
the potential effects that completion of the Transaction would have on Westech, including in respect of the Fund’s management resources, personnel retention and recruitment, access to institutional capital, the operational expertise of the Fund, the reputation of the Fund and the Fund’s ability to achieve its investment objectives; and
7
the impact that completion of the Transaction would have under the 1940 Act, including (i) that completion of the Transaction would cause the automatic termination of the Current Agreement for the Fund and (ii) that the Board would have the opportunity, at a later date, to approve the terms of the New Agreement with Westech and recommend that the shareholders of the Fund approve the New Agreement.
At each of the July and August 2022 Board meetings, the Independent Directors were represented by independent legal counsel and met separately in executive sessions with that independent legal counsel present. During those executive sessions, the Independent Directors spent additional time reviewing and discussing the information and materials that had been furnished by Westech at the request of the independent legal counsel to the Independent Directors.
The information, material facts, and conclusions that formed the basis for the Independent Directors’ recommendation and the Board’s subsequent approval at the August 11, 2022 Board meeting are described below.
Materials Reviewed. In response to a detailed information request sent on the Independent Directors’ behalf by their independent legal counsel, Westech and P10 addressed a range of information relating to the New Agreement, including, but not limited to, the Transaction, the expected benefits and costs to shareholders of the Fund, the expected changes in the management and operations of Westech after the Transaction, and Westech’s management and investment teams serving the Fund. Westech’s response also included extensive materials regarding the Fund’s investment results, advisory fee and carried interest payments under the Current and New Agreements, and financial and profitability information regarding Westech. Furthermore, throughout the course of the year since the initial approval of the Current Agreement for the Fund, the Independent Directors received a wide variety of materials relating to the services provided by Westech, including reports on the Fund’s investment results, portfolio composition, portfolio investment practices (commitments, loans funded, loans outstanding, etc.), and other information relating to the nature, extent, and quality of services provided by Westech to the Fund. In addition to the information furnished by Westech, the Directors were provided with a legal memorandum from independent counsel discussing their fiduciary duties related to the approval of the New Agreement as well as considerations relevant to the Transaction.
Nature, Extent, and Quality of Investment Advisory Services. The Board, including its Independent Directors, considered the nature, extent, and quality of the investment management services to be provided by Westech to the Fund after the Closing of the Transaction. The Board reviewed the expected resources of Westech and the composition, education, and experience of Westech’s investment professionals. The Board concluded that the nature, quality, and extent of the services to be provided to the Fund by Westech after the Closing of the Transaction are appropriate and that the Fund is likely to benefit from the provision of these services and from resources available through the broader P10 platform. The Board also recognized that the Transaction would provide long-term benefits to Westech in terms of governance and a financial structure that would enhance long-term financial incentives to investment professionals who provide services to the Fund. Finally, the Board noted that the terms of the Transaction included provisions to incent current management and employees of Westech to continue their employment with Westech over the longer term.
Investment Performance. The Board reviewed Westech’s historical performance. The Board concluded that, although past performance is not necessarily indicative of future results, the favorable historical performance record of Westech was an important factor in its evaluation of the quality of services to be provided by Westech under the New Agreement.
Costs of the Services Provided to the Fund. The Board considered the management fees and carried interest paid to Westech by the Fund and the LLC respectively. Based upon its review, the Board concluded that, although the fee structures vary among business development companies, the base management fees to be paid under the New Agreement are generally consistent with those payable under agreements of comparable business development companies and private funds and were not unreasonable. Additionally, the Board noted that the base management fees to be paid under the New Agreement are unchanged from those paid under the Current Agreement. The Board recognized that current comparative fee information with respect to private business development companies is not publicly available.
Economies of Scale. The Board discussed whether Westech was likely to experience economies of scale as a result of the Transaction. The Board determined that while the Transaction might result in some economies of scale, it was premature to seek to assess these and that they would monitor for, and have the opportunity to reassess, economies of scale going forward.
8
Profitability of Investment Manager. The Board reviewed information on the expected profitability of Westech in serving as the Fund’s investment manager. It concluded that the expected profitability of Westech with respect to the Fund in relation to the services rendered was not unreasonable and that the financial condition of Westech was sound.
Additional Benefits Derived by Westech. The Board also considered benefits that accrue to Westech from its relationship with the Fund. Based on its evaluation of the information referred to above and other information, the Board determined that the overall arrangements between the Fund and Westech were fair and reasonable in light of the nature, extent and quality of the services expected to be provided by Westech upon completion of the Transaction and the fees expected to be charged for those services and that the New Agreement was in the best interest of the Fund and its shareholders.
Other Matters Considered. The Board also considered the intangible benefits that accrue to Westech by virtue of its relationship with the Fund and concluded that they were appropriate.
The Independent Directors had the opportunity to consult in executive session with their independent counsel regarding the approval of the New Agreement. Based on the information reviewed and discussions held with respect to each of the foregoing items, the Board, including all of the Independent Directors, concluded in light of all of the Fund’s surrounding circumstances that the compensation payable to Westech under the New Agreement was reasonable in relation to the services to be provided by Westech to the Fund.
After these deliberations, the Board, including all of the Independent Directors, approved the New Agreement between Westech and the Fund as being in the best interests of the Fund and its shareholders. The Board then directed that the New AgreementMembers. Proposed nominations should be submitted to the Fund’s shareholders for approval with the Board’s recommendation that shareholders vote to approve the New Agreement.
The Board did not assign relative weights to the above factors or the other factors considered by it. Individual Directors may have given different weights to different factors.
Other Regulatory Matters - Section 15(f)
The Board has been informed that Westech has agreed to take certain actions to comply with Section 15(f)attention of the 1940 Act. Section 15(f) provides a non-exclusive “safe harbor” for Westech or any affiliated persons thereof to receive any amount or benefit in connection with a change in control of Westech as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the Directors must not be interested persons of Westech. There are currently two interested Directors and three Independent Directors on the Board. Following the Closing, one of the interested Directors will resign from the Board to comply with this condition. Second, an “unfair burden” must not be imposed on the Fund as a result of the Transaction or any express or implied terms, conditions, or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include with respect to the Fund, any arrangement, during the two-year period after the consummation of the Transaction, whereby Westech or any interested person of Westech receives or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from, or on behalfSecretary of the Fund, (other than bona fide ordinary compensation as principal underwriter for the Fund) or (ii) from the Fund or its security holders for other than bona fide investment management or other services. The Board has been advised that Westech, after due inquiry, does not believe that there will be, and is not aware of, any express or implied term, condition, or understanding that would impose an “unfair burden” on the Fund as a result of the change of control of Westech.
Board Recommendation
The Board, including the Independent Directors, believes that the Proposal is in the best interests of the Fund and its shareholders. The Board unanimously recommends that you vote FOR the Proposal.
9
Other Information
Manager. The Fund’s investment adviser isc/o Westech Investment Advisors, LLC. Westech’s principal business address is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. Any LLC Member wishing to send communications to the Board should submit such communications in the same fashion.
Annual Reports.
6



    The Nominating Committee has not set minimum qualifications that must be met by director nominees. Each candidate will be evaluated by the Nominating Committee with respect to the relevant business and industry experience that would enable the candidate to serve effectively as an Independent Director, as well as his or her compatibility with respect to business philosophy and style. Although the Nominating Committee does not have a formal policy on diversity, it believes that diversity in Board composition is an important factor in evaluating nominees, and seeks to have Board members with diverse backgrounds, experiences, and points of view. All of the Fund’s current Independent Directors were recommended to the Nominating Committee by Westech. In addition to the factors described above, the Nominating Committee considered the fact that all of the Independent Directors have been directors of prior business development companies or members of advisory boards of limited liability companies managed by and/or affiliated with Westech with investment programs similar to that of the Fund, will furnishand thus are conversant with the investment program of the Fund and related issues.

    Each director’s biography, set forth below, includes information about the director’s specific experience and qualifications that led the Board to its shareholder, without charge, copiesconclude that they should serve as a director of its annual report,the Fund, in light of the Fund’s business and subsequent quarterly reports, upon requeststructure. Additionally, the Board believes that each director possesses strong personal and professional ethics, a high standard of integrity and values, and senior leadership skills and experience. Each director has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Fund. The Board believes that each director brings valuable skills and experiences to the Fund by writingthat, taken together, provides the Board with a depth of knowledge, judgment and insight necessary to Lynda Colleta, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028, or, without charge, by calling Lynda Colleta collect at (650) 234-4321. Upon receiving such request, the Fund will provide a copyeffective oversight of the annual reportFund’s operations.

    Mr. Lazarakis was a partner at Ernst & Young until July 2015. He has over 35 years of experience serving technology, software and quarterly reports succeedinginternet companies, ranging from large multinationals to smaller, emerging growth companies and venture-backed start-up entities.

    Mr. Miller is the annual report, if any,Chief Operating Officer and Managing Director of Makena Capital Management, a global multi-asset class investment manager, where he also serves on the firm’s Management and Investment Committees. Before joining Makena, Mr. Miller managed various investments in the financial services and technology sectors on behalf of various investment firms.

    Ms. Perkins served in various roles at the Stanford Management Company (the investment office for Stanford University) from 1982 to 2006, including Director of Private Equity from 2000 to 2006. She was Managing Director at Fisher Lynch Capital, a private equity fund of funds, from 2006 to 2014. She was a Board Member at the requesting shareholder by first class mail, or other means designedYMCA Retirement Plan from 2006 to assure prompt delivery, within three business days2012 and is now Board Member, Chair of the request.Finance Committee, and Chair of the Investment Committee at the American Bible Society. She also serves on the Investment Committee for Santa Clara University and the Investment Committee of Boys Town.    
Submission of Shareholder Proposals. Proposals for inclusion in a proxy statement for a subsequent shareholder meeting should be sent in writing to
    Mr. Wanek is the SecretaryChief Executive Officer and President of the Fund at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. To be includedand Chief Executive Officer and President of Westech. He joined Westech in 2000. Prior to joining Westech, Mr. Wanek held marketing, business development, and legal positions with VeriSign, Wilson Sonsini Goodrich & Rosati, LLP, and Los Alamos National Laboratories.
7



    Mr. Wanek serves as Chairman of the proxyBoard of Directors. Mr. Wanek possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Fund. Mr. Wanek is, therefore, well positioned to develop Board agendas that ensure that the Board’s attention is directed to the most critical issues for the nextFund. While Mr. Wanek is an “interested person” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, each of the directors of the Fund, other than Mr. Wanek, is an Independent Director, and each of the Fund’s committees are composed entirely of Independent Directors.

    Each Independent Director is encouraged to regularly contact management with questions or suggestions for agenda items, and the directors are kept informed of the Fund’s business by various documents sent to them and oral reports made to them during Board meetings by the Fund’s management. The Fund has adopted written compliance policies and procedures, which are designed to ensure that the Fund is compliant with all applicable laws. No less frequently than annually, the Board reviews the adequacy of these procedures and the effectiveness of their implementation. In connection with this review, the Fund’s designated Chief Compliance Officer provides a written report to the Board, which discusses, among other things, any material compliance matters or issues that arose during the year. Additionally, the Chief Compliance Officer meets with the Independent Directors of the Fund on an annual meetingbasis, without management present. The designation of shareholders, proposals shouldthe Chief Compliance Officer is approved by the Board, including a majority of its Independent Directors, and the Chief Compliance Officer may be received priorremoved from his responsibilities only with the approval of the Board, including a majority of the Independent Directors. For the foregoing reasons, the Board believes that its current leadership structure strikes the appropriate balance between effective Board leadership and independent oversight of management.

    Because the executive officers of the Fund do not receive compensation from the Fund for their services to April 1, 2023.
Other Matters to Come Before the Special Meeting. TheFund, the Fund does not intend to present any other business athave a compensation committee.

2023 Director Compensation

    The following table shows the Special Meeting, nor is it awarecompensation of any shareholder that intends to do so. If, however, any other matters are properly brought before the Special Meeting, the persons named in the accompanying proxy will vote thereon in accordance with their judgment.
​​
By order of the Board of Directors of the Fund
​​
​​
/s/ Maurice C. Werdegar
​​
​​
Maurice C. Werdegar
​​
Director, Chairman
​​
September 9, 2022
​​
10
ANNEX A
Beneficial Ownership of Fund Shares
As of July 31, 2022, there were 100,000 Sharesdirectors of the Fund $0.001 par value, issued and outstanding, all owned byduring the Fund’s respective sole shareholder,last fiscal year:

Name and PositionAggregate Compensation from the Fund*
Independent Directors
Spiro C. Lazarakis
Director
$40,000 
William R. Miller
Director
$30,000
Georganne Perkins
Director
$30,000
Non-Independent Director
David R. Wanek
Director, Chief Executive Officer, Chairman of the Board
$— 
* Represents cash compensation which is the LLC.only form of director compensation. Compensation is prorated based on each director’s period of service during the year as needed.
Under
8



At present, the LLC’s Operating Agreement, the LLC may take no action as shareholderIndependent Directors of the Fund without first soliciting and/or taking instructionseach receive an annual fee from the LLC Members,Fund of $40,000, are reimbursed by the Fund for their expenses in attending meetings of the board of directors or any committee thereof and receive a $1,000 fee for attendance in person at any meeting. The Chair of the Fund’s Audit Committee also receives an annual retainer fee from the Fund of $15,000. Any change to the same extentcompensation paid to the Independent Directors must be determined by the Nominating and Corporate Governance Committee of the Fund’s Board of Directors. In addition, each Independent Director that serves as ifan independent member of the LLC Members were shareholdersLLC’s advisory board (the “Advisory Board”) may receive annual compensation for his or her Advisory Board service, which Westech determines without any express monetary limit, taking into account the current regulatory environment and the market.

    The Non-Independent Director receives no compensation from the Fund for his services as a director.

    The Fund is a private business development company with no public market for its equity securities. In addition, equity interests in the Fund are generally not transferable and are not granted as compensation. Accordingly, the Fund has not deemed it necessary to establish a policy that would restrict the ability of its employees (including officers) or directors to purchase securities or other financial instruments, or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted as compensation, or held directly or indirectly by the employee or director.

Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2) – General Matters

    The Audit Committee of the Fund, with ownership interests therein identical to their respective ownership of LLC Interests in the LLC. Accordingly, for purposescomprised of the tables below,Independent Directors, recommended the respective ownershipappointment of LLC InterestsDeloitte & Touche LLP to serve as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2024, which appointment was unanimously approved by the LLC Members is addressed as if such members owned an identical pro rata interest in the outstanding sharesBoard of Directors of the Fund. More information on Deloitte & Touche LLP is set forth below.    
WTI Fund X GP, LLC (the “GP”) is the managing member of the LLC. Westech is the managing member of the GP.
Beneficial Owners of More Than 5% of Fund Shares as of the Record Date*
Name and Address of Shareholder**
​​
Number and
Percentage of
Shares
Beneficially
Owned
WTI Fund X, LLC
​​
100,000; 100%
​​
Westech Investment Advisors LLC***
​​
100,000; 100%
​​
WTI Fund X GP, LLC***
​​
100,000; 100%
​​
Westech Investment Management, Inc. ***
​​
100,000; 100%
​​
Salvador O. Gutierrez***
​​
100,000; 100%
​​
Bonnie Sue Swenson Survivor’s Trust ***
​​
100,000; 100%
​​
Gordon E. and Betty I. Moore Foundation
​​
8,860; 8.86%
​​
Master Trust Agreement Between Pfizer Inc.and The Northern Trust Company
​​
8,000; 8.00%
9

*
Each is an indirect beneficial owner of more than 5% of the Shares by virtue of owning more than a 5% membership interest in the LLC.
**
The address of each of the shareholders listed in this Annex is c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.
***
The GP may be deemed to be a beneficial owner of the 100,000 Shares of Fund X owned by the LLC by virtue of its position as the managing member of the LLC. Westech may be deemed to be a beneficial owner of the 100,000 shares of Fund X owned by the LLC by virtue of its position as the managing member of the GP. Salvador Gutierrez, Bonnie S. Swenson, in her capacity as trustee of the Bonnie Sue Swenson Survivor’s Trust (the “Trustee”) and Westech Investment Management, Inc. (“WIM”) may each be deemed to be an indirect beneficial owner of the 100,000 shares of Fund X owned by the LLC by virtue of his, her or its relationship to Westech, the managing member of the GP. WIM is the controlling member of Westech, and each of Mr. Gutierrez and the Trustee is a 50% shareholder and a director and executive officer of WIM.


A-1
PROPOSAL 1 – TO ELECT FOUR DIRECTORS OF THE FUND
Beneficial Ownership of Fund Shares by Fund Directors and Executive Officers as of the Record Date*
Name and Address of Shareholder**
​​
Number and
Percentage of
Shares
Beneficially
Owned
All directors and executive officers as a group (8 persons)****
​​
100,000; 100%
*
Each of the shareholders listed in this Annex may be contacted c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.
**
Each is an indirect beneficial owner of shares by virtue of owning a membership interest in the LLC. If the 100,000 shares that are owned by the LLC are disregarded, the directors and executive officers, as a group, beneficially own less than 1% of the outstanding shares.
A-2
ANNEX B
    
Principal Executive Officers and Directors of Westech
The following table provides information concerning each nominee for election to the nameBoard of Directors of Fund X. Each of our directors serves until a successor is elected and principal occupation(s) of each principal executive officer and director of Westech.qualified or until the director’s earlier death, resignation, removal or retirement. The address of each principal executive officer and director of Westechnominee is c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

Name of Nominee for DirectorAge as of December 31, 2023Positions(s) Held with FundDirector of the Fund SincePrincipal Occupation(s) During Past 5 Years and Other Directorships in Publicly Held CompaniesNumber of Portfolios in Fund Complex Overseen by NomineeAggregate Dollar Range of Equity Securities Beneficially Owned in the Fund as of December 31, 2023
Independent Directors
Spiro C. Lazarakis68Director2021Audit Partner, Ernst & Young LLP, 1977 to 2015; Director and Chairman of the Audit Committee and member of the Nominating and Corporate Governance Committee of Digi International Inc. Mr. Lazarakis was previously a member of the Board of Directors of Venture Lending & Leasing VIII, Inc. (“Fund VIII”).1 - Fund X
$50,001-$100,000(1)
William R. Miller59Director2021Chief Operating Officer and Managing Director of Makena Capital Management since 2006. He was previously a Director of Venture Lending & Leasing V, Inc., Venture Lending & Leasing VI, Inc. and Fund VIII.1 - Fund X
Over $100,000(1)
Georganne Perkins69Director2021Various roles at the Stanford Management Company from 1982 to 2006, including Director of Private Equity from 2000 to 2006; Managing Director at Fisher Lynch Capital from 2006 to 2014; Board Member at the YMCA Retirement Plan from 2006 to 2012; Board Member, Chair of the Finance Committee and Chair of the Investment Committee at the American Bible Society;1 - Fund X
Over $100,000(1)
10



Name of Nominee for DirectorAge as of December 31, 2023Positions(s) Held with FundDirector of the Fund SincePrincipal Occupation(s) During Past 5 Years and Other Directorships in Publicly Held CompaniesNumber of Portfolios in Fund Complex Overseen by NomineeAggregate Dollar Range of Equity Securities Beneficially Owned in the Fund as of December 31, 2023
member of the Investment Committee for Santa Clara University and member of the Investment Committee for Boys Town.
Non-Independent Directors
David R. Wanek (2)
50Director, President and Chief Executive Officer2021Chief Executive Officer for the Fund since 2022. President of the Fund since 2020; Chief Executive Officer and President of Westech Investment Advisors since 2022; various other positions with Westech Investment Advisors since 2000; President and CEO of Venture Lending and Leasing IX, Inc. (“Fund IX”) and WTI Fund XI, Inc. (“Fund XI”); President of Fund VIII from 2019 to 2023; CEO of Fund VIII from 2022 to 2023. Mr. Wanek is also a member of the Board of Directors of Fund XI.2 – Fund X and Fund XI
Over $100,000(1)
(1)Represents indirect ownership of Shares in the Fund held by the LLC. The director beneficially owns a membership interest in the LLC, which owns 100% of the Fund’s Shares. As a result, the director may be deemed to be a beneficial owner of a portion of the Shares of the Fund. As of December 31, 2023, the Fund’s equity was $227,302,136. Because there is no trading market for the Fund’s Shares, this equity amount was used to determine a per Share value of $2,273.02. This per Share value was then used to determine the aggregate dollar range of equity securities in the Fund that may be deemed to be beneficially owned by the director. The director disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest in the LLC, and the inclusion of the Shares in the above table shall not be deemed an admission of beneficial ownership of the Shares for purposes of Section 16 of the Exchange Act, or for any other purpose.

(2)Because of Mr. Wanek’s position with Westech, he is an “interested person” of the Fund.

During the year ended December 31, 2023: the Fund’s Board of Directors met four times; the Audit Committee met five times; and the Nominating Committee met one time. Each of the incumbent directors attended at least 75% of the aggregate of the Board meetings and meetings of the committee(s) on which he or she served held during the last fiscal year and while he or she served as a director.
11



PROPOSAL 2 – TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    The Audit Committee of the Fund, comprised of the Independent Directors, recommended the appointment of Deloitte & Touche LLP to serve as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and such appointment was unanimously approved by the Board of Directors of the Fund. Information concerning the Audit Committee’s recommendation regarding the selection of Deloitte & Touche LLP is set forth in the Audit Committee Report below, and information concerning the fees charged by Deloitte & Touche LLP and its affiliates is set forth under “Other Information” below.

    Audit Committee Report. The Audit Committee reviewed and discussed with management the Fund’s audited financial statements for the year ended December 31, 2023. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”), and by the SEC.

    The Audit Committee received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee considered whether the provision of non-financial audit services was compatible with Deloitte & Touche LLP’s independence in performing financial audit services.

    Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC. The Audit Committee also recommended the selection of Deloitte & Touche LLP to serve as independent registered public accounting firm for the year ending December 31, 2024.

    Audit Committee: Spiro C. Lazarakis (Chairman), William R. Miller, Georganne Perkins.

12



OTHER INFORMATION

Manager. The Fund’s investment adviser is Westech Investment Advisors LLC. Westech Investment Advisors’ principal business address is 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

Independent Registered Public Accounting Firm. Effective March 2021, Deloitte & Touche LLP was appointed as the Fund’s independent registered public accounting firm. The Audit Committee has considered the independence of Deloitte & Touche LLP, and has concluded that the provision of non-audit services by Deloitte & Touche LLP and the other member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively referred to as the “Deloitte entities”) is compatible with maintaining auditor independence. Representatives of Deloitte & Touche LLP are not expected to be present at the Meeting.

    The following is a summary of the aggregate fees billed by Deloitte entities to the Fund.

Audit Fees. The aggregate fees charged for professional services required for the audit of the Fund’s annual financial statements for the fiscal years ended December 31, 2023 and 2022 and the reviews of the interim financial statements included in the Fund’s Form 10-Qs for 2023 and 2022 were $226,299 (2023) and $200,941 (2022).

Audit-Related Fees. The Deloitte entities did not provide, and did not charge any fees for, any other audit-related services for the fiscal years ended December 31, 2023 or 2022.

Tax Fees.The aggregate fees charged for tax advisory and preparation services for the fiscal years ended December 31, 2023 and 2022 were $37,925 (2023) and $32,300 (2022).

All Other Fees. The Deloitte entities did not provide any other services for the fiscal years ended December 31, 2023 and 2022.

    As set forth in the Audit Committee Charter, all auditing services and permitted non-audit services to be performed for the Fund by the independent registered public accounting firm are pre-approved by the Audit Committee in accordance with the requirements of the Sarbanes-Oxley Act of 2002. The Audit Committee followed such procedures with respect to the approval of the fees described above. All audit services were performed by full-time, permanent employees of Deloitte entities.
13



Executive Officers of the Fund. The following are the executive officers of the Fund other than Mr. Wanek. The address of each officer is c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

Name and Position
With Fund		​​
Age as of
December 31, 20212023
​​
Principal Occupation
and Business History
Maurice C. Werdegar, Director and Chairman
of the Fund		​58​
56
​​
Chairman of the Fund since 2022. Mr. Werdegar has held the position of Chairman of Westech Investment Advisors since January 2022;2022. Mr. Werdegar served as President and Chief Executive Officer of Westech Investment Advisors from June 2015 to December 2021;2021, served as Chief Operating Officer and Vice President of Westech Investment Advisors from January 2011 to June 2015;2015 and served in various other positions with Westech Investment Advisors since 2001. Mr. Werdegar served as a Director and Chairman of the Board of the Fund from 2021 to 2022 and is also a member of the Board of Directors and Chairman of Fund VIIIIX and Fund X.
XI.
Jay L. Cohan,Jared S. Thear, Vice President,
Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer		​46​
56
​​
Vice President, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of the Fund since 2015.2021. Mr. CohanThear has held Vice President and Assistant Secretary positions with Westech Investment Advisors and various otherthe same positions with Westech Investment Advisors since 1999.
2021. From 2001 to 2021, he worked for Deloitte & Touche where he led the Northwest Asset Management audit function from 2014 to 2021.
David R. Wanek, Chief Executive Officer and President
​​
48
​​
Chief Executive Officer of the Fund since 2022; President of the Fund since 2019. Mr. Wanek has held the position of Chief Executive Officer and President of Westech Investment Advisors since 2022; and various other positions with Westech Investment Advisors since 2001.
Rodolfo Ruano, Vice President and Assistant Secretary
​56​
54
​​
Vice President and Assistant Secretary of the Fund since 2021. Mr. Ruano has held the position of Vice President of Westech Investment Advisors and various other positions with Westech Investment Advisors since 2011.
Jared S. Thear, Vice President, Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer
​​
44
​​
Vice President, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of the Fund since 2021. Mr. Thear has held the same positions with Westech Investment Advisors since 2021 and served as Administrative Partner for Westech Investment Advisors since 2021. From 2001 to 2021, he worked for Deloitte & Touche, where he led the Northwest Asset Management audit function from 2014 to 2021.
B-1
EXHIBIT A
    
The NewCompensation of Executive Officers. Executive officers of the Fund do not receive any compensation from the Fund for their services to the Fund. Services necessary for the Fund’s business are provided by individuals who are employees of Westech or its affiliates, pursuant to the terms of the Investment Management Agreement Betweenby and between the Fund and Westech (the “Management Agreement”). Westech selects, structures, closes and monitors the Fund’s investments, acting under the supervision of the Fund’s Board of Directors.
INVESTMENT MANAGEMENT AGREEMENT
THIS INVESTMENT MANAGEMENT AGREEMENT (this “Annual Reports. The Fund will furnish to its shareholder, without charge, additional copies of its Annual Report, and subsequent quarterly reports, upon request to the Fund at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.     

14



Submission of Shareholder Proposals. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposals to the Secretary of the Fund, at 104 La Mesa Drive, Suite 102, Portola Valley, California 94028. To be included in the proxy for the next Annual Meeting of Shareholders pursuant to rule 14a-8 under the Exchange Act (“Rule 14a-8”), proposals should be received no later than December 5, 2024. To present a shareholder proposal for the next Annual Meeting of Shareholders (other than pursuant to Rule 14a-8), proposals should be received no later than February 18, 2025.

Other Matters to Come Before the Meeting. The Fund does not intend to present any other business at the Meeting, nor is it aware of any shareholder that intends to do so. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying proxy will vote thereon in accordance with their judgment.



                    By order of the Board of Directors of the Fund

                    /s/ David R. Wanek

                    DAVID R. WANEK
Director, Chairman of the Board


April 4, 2024

15



ANNEX A

Beneficial Ownership of Fund Shares

    As of April 3, 2024, there were 100,000 shares of Common Stock of Fund X (the “Shares”), $0.001 par value, issued and outstanding, all owned by Fund X’s sole shareholder, the LLC.

    Under the LLC’s Operating Agreement, the LLC may take no action as shareholder of Fund X without first soliciting and/or taking instructions from the LLC members, to the same extent as if the members of the LLC were shareholders of Fund X, with ownership interests therein identical to their respective ownership of LLC Shares in the LLC. Accordingly, for purposes of the tables below, the respective ownership of LLC Shares by the members of the LLC is addressed as if such members owned an identical ”pro rata interest in the outstanding shares of Fund X.

    WTI Fund X GP, LLC (the “GP”) is madethe managing member of the LLC. Westech is the managing member of the GP.

Beneficial Owners of More Than 5% of Fund X Shares as of May 13, the Record Date2021*

Name and Address of Shareholder**
Number and Percentage of Shares Beneficially Owned
WTI Fund X, LLC100,000; 100%
Westech Investment Advisors LLC***
100,000; 100%
WTI Fund X GP, LLC***
100,000; 100%
P10 Intermediate Holdings LLC and/or P10, Inc. ***
100,000; 100%
Gordon E. and Betty I. Moore Foundation   8,860; 8.86%
Master Trust Agreement Between Pfizer Inc. and The Northern Trust Company   8,000; 8.00%

* October [ ]Each is an indirect beneficial owner of more than 5% of the Shares by virtue of owning more than a 5% membership interest in the LLC.

**, The address of each of the shareholders listed in this Annex is c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

*** 2022 The GP may be deemed to be a beneficial owner of the 100,000 Shares of Fund X owned by the LLC by virtue of its position as the managing member of the LLC. Westech may be deemed to be a beneficial owner of the 100,000 shares of Fund X owned by the LLC by virtue of its position as the managing member of the GP. P10 Intermediate Holdings LLC whose ultimate parent company is P10, Inc. may be deemed to be an indirect beneficial owner of the 100,000 shares of Fund X owned by the LLC by virtue of its relationship to Westech, the managing member of the GP. Westech is 100% owned by P10 Intermediate Holdings LLC., between
16




Beneficial Ownership of Fund X Shares by Fund Directors and Executive Officers as of the Record Date

Name and Address of Shareholder*
Number and Percentage of Shares Beneficially Owned
All directors and executive officers as a group (7 persons)**
100,000; 100%

* Each of the shareholders listed in this Annex may be contacted c/o Westech Investment Advisors LLC, 104 La Mesa Drive, Suite 102, Portola Valley, California 94028.

** Each is an indirect beneficial owner of shares by virtue of owning a membership interest in the LLC. If the 100,000 shares that are owned by the LLC are disregarded, the directors and executive officers, as a group, beneficially own less than 1% of the outstanding shares.



17



ANNEX B

CHARTER FOR THE AUDIT COMMITTEE

OF

WTI FUND X, INC., a Maryland corporation

This Charter sets forth the purpose, authority, and responsibilities of the Audit Committee of the Board of Directors of WTI Fund X, Inc. (the “Fund”“Fund”),. The Charter will be reviewed and WESTECH INVESTMENT ADVISORS LLC, a Californiaapproved annually by the Board of Directors of the Fund.

Purpose

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibility by monitoring and overseeing: (i) the integrity of the Fund’s accounting and financial reporting process; (ii) the qualifications, independence and performance of the Fund’s independent registered public accounting firm(s) (the “independent public accountant”); and (iii) the adequacy of the Fund’s overall system of internal controls regarding finance, accounting, legal and regulatory compliance. Additionally, the Audit Committee shall undertake such other duties and responsibilities as may from time to time be delegated by the Board of Directors to the Audit Committee.

Authority

The Audit Committee has been duly established by the Board of Directors of the Fund, and shall be provided with appropriate resources and authority to discharge its responsibilities effectively, including, but not limited liability company (“Westech Advisors”). Westech Advisors is sometimes referred to, hereinthe authority to (i) retain outside counsel or other consultants as the “Manager”.
WHEREAS,Audit Committee determines necessary to carry out its duties and (ii) create subcommittees with such powers as the Audit Committee shall from time to time confer. Members of the Audit Committee are not full-time employees of the Fund or Management (as defined below) and are not, and do not represent themselves to be, accountants or auditors by profession. It is a newly organized, non-diversified closed-end managementnot the duty or the responsibility of the Audit Committee to conduct any type of auditing or accounting reviews or procedures to determine whether the Fund’s financial statements are complete and accurate and are in accordance with general accepted accounting principles, or to set auditor independence standards. The Audit Committee shall be entitled to rely on: (i) the integrity of those persons within and outside the Fund and Management from which it receives information; (ii) the accuracy of the financial and other information provided to the Audit Committee absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors); and (iii) statements made by the officers and employees of the Fund, its investment company that has elected statusadviser or other third parties as a business development company (“to any information technology, internal audit and other non-audit services provided by the independent public accountant to the Fund.
BDC
”) under

18



Composition and Term of Members of the Audit Committee; Audit Sub-Committee

The Audit Committee shall be composed of not less than two members of the Board of Directors who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“1940 Act”), whose sole shareholdereach of whom is WTI Fund X, LLC, a Delaware limited liability company (the “LLC”);
WHEREAS,able to read and understand financial statements. As required by Section 301 of the Manager is an investment adviser registered as such under the Investment AdvisersSarbanes-Oxley Act of 1940 (“Advisers Act”2002 (the “Sarbanes-Oxley Act”); and
WHEREAS,, the members of the Audit Committee may not accept any consulting, advisory, or other compensatory fee from the Fund desires to retain the Manager to furnish certain investment advisory, portfolio management and administrative services to the Fund, and the Manager is willing to furnish such services.
NOW, THEREFORE,(other than in considerationhis or her capacity as a member of the premises and mutual covenants herein contained, it is agreed between the partiesAudit Committee, as follows:
1. Appointment. The Fund hereby appoints Westech Advisors as Investment Manager for the period and on the terms set forth in this Agreement. Westech Advisors accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. Investment Duties. Subject to the supervisiona member of another Committee of the Fund’s Board of Directors, (the “Board”), the Manager will provideor as a continuous investment program for the Fund and will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. Subject to investment policies and guidelines established by the Board, the Manager will identify, evaluate, structure and close the investments to be made by the Fund, provide portfolio management and servicing of loans held in the Fund’s portfolio, and administer the Fund’s day-to- day affairs. The Manager will also arrange and recommend debt financing for the Fund, subject to the provisions of the 1940 Act, provided that no such debt may be incurred without the prior approval of the Board.
3. Administrative Duties. The Manager will administer the affairs of the Fund under the supervisionmember of the Board and subject to the following:
(a) The Manager will supervise all aspectsof Directors), or be an affiliated person of the operationsFund.As required by Section 407 of the Fund, including oversight of transfer agency, custodial and accounting services; provided, however, that nothing contained herein shall be deemed to relieve or depriveSarbanes-Oxley Act, the Board of its responsibility for and controlshall consider at least annually whether one or more members of the conduct of the affairs of the Fund.
(b) The ManagerAudit Committee will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as required) of the Fund’s registration statement under the Securities Exchange Act of 1934, proxy material, tax returns and required reports to the Fund’s shareholders andbe designated as an “audit committee financial expert” as defined in rules adopted by the Securities and Exchange Commission (“SECto implement that requirement.”) and other appropriate federal or state regulatory authorities.
(c) 
The Manager will oversee the computationmembers of the net asset valueBoard of Directors who are members of the Audit Committee are listed in Exhibit A hereto. The members of the Audit Committee shall designate one member to serve as Chair of the Audit Committee. Each member of the Audit Committee shall serve until a successor is appointed.

The Chair of the Audit Committee, together with the chairs of the audit committees of other business development companies advised by Westech Investment Advisors, LLC (“Westech”), shall comprise an audit sub-committee (the “Audit Sub-Committee”) having such powers and responsibilities as the net incomeAudit Committee shall from time to time confer. The Audit Sub-Committee members are listed in Exhibit A hereto.

Meetings

The Audit Committee shall meet no less frequently than once a year, with additional meetings being held as deemed appropriate by the Chair of the Committee. Counsel to the Independent Directors of the Fund will serve as counsel to the Audit Committee, and will be responsible for preparing and maintaining minutes of the meetings of the Audit Committee. Minutes of each such meeting will be circulated to all members of the Audit Committee in accordance with procedures adopteda timely manner.

The Audit Sub-Committee shall meet at such times as deemed appropriate by the Board.members thereof, typically expected to be on a quarterly basis in advance of the quarterly meetings of the Board of Directors. Counsel to the Independent Directors or the Chief Financial Officer will be responsible for preparing and maintaining minutes of the meetings of the Audit Sub-Committee and will circulate such minutes to all members of the Audit Committee at the next following meeting of the Audit Committee.
(d) 

19



Responsibilities of the Audit Committee

The Manager will maintain or overseeAudit Committee shall provide assistance to the maintenanceBoard of all books and records with respectDirectors in fulfilling its responsibilities to the Fund and will furnish the Board with such periodicits shareholders relating to accounting matters and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that all records that it maintains for the Fund are the propertyreporting practices of the Fund agreesand to preservethe quality and integrity of the financial statements of the Fund. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the Board of Directors, the independent public accountant, and the individuals at Westech who provide financial and executive management of the Fund (“Management”).

In carrying out these responsibilities, the Audit Committee shall perform the following functions:

1.Identify the independent public accountant to be recommended for selection by the periods prescribed by Rule 31a-2 underBoard of Directors to audit the 1940 Act any records that it maintains forfinancial statements of the Fund and thatreview the independent public accountant’s fees and compensation to determine whether they are requiredappropriate in relation to be maintained by Rule 31a-1 under the 1940 Act, and further agrees, upon request byservices provided.

2.Evaluate the Fund,independence of the independent public accountant, including evaluating whether the independent public accountant provides audit services or consulting services to surrender promptlyManagement, or consulting services to the Fund or other funds advised by Westech, and to receive the specific representations of the independent public accountant as to its independence. Specifically, the Audit Committee will be responsible for evaluating and pre-approving the provision of all audit services and permitted non-audit services (including the fees charged and the terms thereof) to the Fund by the independent public accountant as required by Sections 201 and 202 of the Sarbanes-Oxley Act. The Audit Committee may delegate its authority to evaluate and pre-approve audit and permitted non-audit services to the chair of the Audit Committee, provided that the decisions of the chair of the Audit Committee to grant any records that it maintainssuch pre-approvals shall be presented to the full Audit Committee for ratification at its next scheduled meeting.

3.Meet with the independent public accountant and Management to review the scope of the proposed audit work, including limited reviews and such other procedures as may be considered necessary and/or appropriate for the Fund.
(e) All cash, securitiescurrent year, and other assetsthe procedures to be used. At the completion of the Fundannual examination, the Audit Committee will be maintained inreview the custody of one or more banks in accordance with the provisions of Section 17(f) of the 1940 Act and the rules thereunder; the
B-2
authority of the Manager to instruct the(i) Fund’s custodian(s) to deliver and receive such cash, securities and other assets on behalf of the Fund will be governed by a custodian agreement between the Fund and each such custodian, and by resolution of the Board.
(f) The Manager will arrange for the Fund, at the Fund’s expense, to obtain (i) annual audited financial statements and cause such financial statements to be distributed torelated footnotes, and the Fund’s shareholders within 120 daysindependent public accountant’s report thereon; (ii) communications regarding the scope and results of the endaudit, as required by the standards of the Fund’s fiscal year, and (ii) audited financial statements upon the Fund’s liquidation, and cause such financial statements to be distributed to the Fund’s shareholders promptly after the completion of such audit. All such financial statements shall be prepared in accordance with generally accepted accounting principles and audited by an independent public accountant that is registered with, and subject to regular inspection as of the commencement of the professional engagement period, and as of each calendar year-end, by, the Public Company Accounting Oversight Board in accordance(the “PCAOB”); and (iii) communications regarding any other matters which are required to be communicated by the independent auditors and discussed with its rules.
4. Further Duties. Inthe Audit Committee pursuant to all applicable PCAOB or other applicable standards or other matters relatingarising out of the audit that are significant to the performanceoversight of this Agreement, the Manager will actFund’s financial reporting process.

20



4.Evaluate the audit partner rotation requirement in conformitySection 203 of that the Sarbanes-Oxley Act, the conflict of interest requirements in Section 206 of that Act, and any improper influence on the conduct of audits in Section 303 of that Act.

5.Review with the Articlesindependent public accountant and with Management the adequacy and effectiveness of Incorporationthe accounting and Amended and Restated Bylawsfinancial controls of the Fund, and withelicit any recommendations that they may have for the instructionsimprovement of such internal control procedures or particular areas where new or more detailed procedures are desirable. Review responses by Management to recommendations for improvement made by the independent public accountant. The Audit Committee will receive and directionsreview the certifications required by Section 302 of the BoardSarbanes-Oxley Act, and will comply with the requirementsrelated information and reports required of Management by rules adopted from time to time under Section 30(a) of the 1940 Act, the rules thereunder, and all other applicable federalwill be responsible for developing and state laws and regulations.
5. Services Not Exclusive.
(a) The services furnished by the Manager hereunder are not to be deemed exclusive and the Manager, except as otherwise expressly provided in this Section 5, shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Except as otherwise expressly provided in this Section 5, nothing in this Agreement shall limit or restrict the rightadopting a Code of any director, officer or employee of the Manager, who may also be a director, officer or employeeEthics for senior financial officers of the Fund as required in Section 406 of the Sarbanes-Oxley Act.

6.Review periodically with the independent public accountant the form of the Fund’s financial statements, including the Fund’s significant accounting policies disclosed in the notes thereto, to engage in any other business or to devote his or her timedetermine that the independent public accountant is satisfied with the disclosure and attention in partcontent of the financial statements presented to the management or other aspects of any other business, whether of a similar or dissimilar nature.shareholders. Any changes in significant accounting policies should be reviewed.
(b) Until
7.Provide the earlier of (i)independent public accountant with the termination of the Investment Period (as defined below) and (ii) such time as the LLC has called capital and either the LLC and/or the Fund has investedopportunity to meet at least 75% of the total amounts subscribed for by the investorsannually in the LLC, except as provided below, neither the Manager, WTI Fund X GP, LLC (in its role as the managing member of the LLC, the “Managing Member”) nor any “Controlled Person” of the Manager or the Managing Member will, without the consent of the LLC, call down capital from any pooled investment vehicle other than Venture Lending & Leasing IV, LLC, Venture Lending & Leasing V, LLC, Venture Lending & Leasing VI, LLC, Venture Lending & Leasing VII, Inc., Venture Lending & Leasing VII, LLC, Venture Lending & Leasing VIII, Inc., Venture Lending & Leasing VIII, LLC, Venture Lending & Leasing IX, Inc., and Venture Lending & Leasing IX, LLC (such entities, collectively, the “Prior Debt Fund Entities”), the LLC or the Fund, or act as investment adviser or manager to any client, if the investment program of such pooled investment vehicle or client includes, as a primary or major component, the provision of asset-backed debt financing to domestic venture capital-backed companies. In the event that the LLC elects irrevocably to releaseExecutive Session with the members of the LLC from any uncalled portionAudit Committee without representatives of their subscription obligations, then solely for purposesManagement being present. Among the items to be discussed in these meetings are the independent public accountant’s evaluation of determining whenManagement’s financial and accounting personnel, and the 75% investment threshold described above has occurred,cooperation that the “total amounts subscribed for” shall be deemed reduced to reflect such release.independent public accountant received during the course of its audit. The foregoing restriction shall not be deemed to prohibitAudit Committee will also receive the Manager, the Managing Member or any Controlled Person thereof from acting as investment adviser or manager with respect to anyreport of the Prior Debt Fund Entities; provided, however, that, until the 75% investment threshold described above has occurred, such party shall not, without the consentindependent public accountant required by Section 204 of the LLC, accept fromSarbanes-Oxley Act.

8.Meet to evaluate the Prior Debt Fund Entities any additional investment funds (other than amounts required for follow-on investmentsperformance of the independent public accountant at least annually without representatives of the independent public accountant being present.

9.Review fees of the independent public accountant in relation to existing investments) beyond the funds invested or committedservices provided to the Prior Debt Fund Entities (for this purpose treating commitments to Venture Lending & Leasing IX, LLC as also being commitments to Venture Lending & Leasing IX, Inc.) as of May 13, 2021. A “Fund.
Controlled Person
” of the Manager
10.Investigate any improprieties or the Managing Member, as used in this paragraph, means any entity (i) 50% or more of whose voting securities are beneficially owned by the Manager or the Managing Member, as applicable, or (ii) 50% or more of whose voting securities are controlledsuspected improprieties in the aggregate by Salvador O. Gutierrez, Maurice C. Werdegar, David R. WanekFund’s operations. In particular, the Audit Committee will be responsible for the receipt, retention, and consideration of complaints received regarding accounting, internal accounting controls, or Jay L. Cohan. “Investment Period” as used in this paragraph means the period commencing on the date of the first investment byauditing matters affecting the Fund, (or, if earlier, the LLC) and
B-3
ending on the last day of the calendar quarter during which the fifth anniversary of such date occurs; provided, however, that the Managing Member shall be permitted to extend such period will receive, retain, and consider confidential, anonymous submissions by up to two (2) additional calendar quarters in its sole and absolute discretion.
The Manager acts as the investment adviser to WTI Equity Opportunity Fund I, L.P. (the “Equity Fund” and together with the Prior Debt Fund Entities, collectively, the “Prior Funds”) and as managing member of the general partner of the Equity Fund. For the avoidance of doubt, nothing in this Agreement shall prevent the Manager, the Managing Member and/or any Controlled Person of the Manager or Managing Member from at any time forming, calling down capital from and/or acting as the investment adviser or manager to the Equity Fund or any successor thereto.
6. Expenses.
(a) The Fund will pay all expenses (including, without limitation, accounting, legal, printing, clerical, filing and other expenses) incurred by the Fund, the Manager or its affiliates on behalfemployees of the Fund in connectionof concerns regarding questionable accounting or auditing matters as contemplated by Section 301 of the Sarbanes-Oxley Act.

21



11.Review material violations of the Fund’s or Management’s Code of Ethics and determine what action should be taken, if any.

12.Summarize the proceedings of all meetings of the Audit Committee and Audit Sub-Committee at meetings of the Board of Directors of the Fund.

13.Cause an investigation to be made into any matter that comes to the attention of the Audit Committee within the scope of its duties, with the organizationpower to retain special counsel, accountants, or others for this purpose if, in its judgment, that is appropriate.

14.Consider such other matters as may be from time to time referred to the Audit Committee by the Board of Directors of the Fund.

In carrying out its responsibilities, the Audit Committee believes its policies and procedures should be and should remain flexible so that it can react to changing conditions and environments and to assure the Board of Directors of the Fund and the initial offering of its shares. In addition, except as otherwise expressly provided for in Section 6(b), during the term of this Agreement, the Fund will bear all of its expenses incurred in its operations including, but not limited to, the following: (i) brokerage, third party legal, third party accounting and commission fees and expenses and other transaction costs related to the acquisitions, dispositions and/or restructurings (including collection and/or workout costs and expenses) of investments (including investments that are not consummated), any hedging transactions with respect thereto and the creation and perfection of security interests with respect thereto; (ii) federal, state and local taxes and fees, including transfer taxes and filing fees, incurred by or levied upon the Fund; (iii) interest charges and other fees and expenses incurred in connection with borrowings (including without limitation costs and expenses incurred in connection with negotiating with one or more lenders to the Fund (including prospective lenders) to structure a loan syndicate and to satisfy any conditions imposed by lenders to the Fund); (iv) SEC fees and expenses, as well as expenses of compliance by the Fund and its directors with SEC rules, regulations, examinations, and filing requirements, and any fees and expenses of other federal or state securities or other regulatory authorities (such as obtaining a surety bond); (v) expenses of preparing, printing and distributing Fund reports and notices; (vi) costs of proxy solicitation; (vii) costs of meetings of shareholders and the Board; (viii) charges and expenses of the Fund’s custodian, transfer and dividend disbursing agents; (ix) any fees and expenses incurred to conduct background checks on the management personnel of prospective Fund investments; (x) compensation and expenses of the Fund’s disinterested directors (which at present include a $30,000 annual fee for each disinterested director, an additional $10,000 annual fee for the chair of the Fund’s Audit Committee, and a fee of $1,000 per meeting attended in person, which amounts may be revised as determined by the Fund’s Nominating and Corporate Governance Committee), and expenses of directors in attending Board meetings, expenses of directors and officers liability insurance, and payments under indemnification agreements; (xi) expenses of administrators, custodians, third party counsel and third party auditors; (xii) costs of any certificates representing the shares of stock of the Fund, if any; (xiii) costs of stationery and supplies; (xiv) the costs of membership by the Fund in any trade organizations; (xv) expenses associated with the preparation of tax returns, and financial statements and obtaining accounting and tax advice; (xvi) all costs and expenses associated with litigation involving the Fund and the amount of any judgment or settlement in connection therewith; (xvii) third party costs and expenses incurred in connection with valuing the Fund’s investments, including valuation software and the retention of any valuation expert; and (xviii) other extraordinary or non-recurring expenses (such as litigation expenses or indemnification expenses).
(b) The expenses to be borne by the Manager in connection with its duties to the Fund hereunder are limited to the following: (i) all costs and fees incident to the selection and investigation of prospective Fund investments, such as travel expenses and professional fees (but excluding broker, legal and accounting fees and other costs incident to the closing, documentation, or consummation of such transactions, and further excluding any fees and expenses incurred to conduct background checks on the management personnel of prospective Fund investments); (ii) the cost of adequate office space for the Fund and all necessary office equipment and services, including telephone service, heat, utilities and similar items; (iii) the cost of providing the Fund with such corporate, administrative and clerical personnel (including officers and directors of the Fund who are interested persons of the Manager and are acting in their respective capacities
B-4
as officers and directors) as the Board reasonably deems necessary or advisable to perform the services required to be performed by the Manager under this Agreement; and (iv) costs and expenses associated with the Manager’s registration or compliance with, or examination by the SEC with respect to, the Advisers Act (other than charges and expenses of the Fund’s custodian, transfer and dividend disbursing agents or any other costs or expenses associated with the acquiring, holding or disposing of the Fund’s assets, whether required by the Advisers Act (or similar state laws) or otherwise).
(c) The payment or assumption by the Manager of any expense of the Fund that the Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay or assume the same or any similar expenseaccounting and reporting practices of the Fund are in accordance with all applicable requirements.

The following matters may be delegated to the Audit Sub-Committee:

1.Meet with the auditors on any subsequent occasion.a quarterly basis.
7. Management Fee.
(a) For2.Review the services provided and the expenses assumed pursuant to this Agreement, commencing as of the date on which capital contributions are dueinterim condensed financial statements.

3.Receive required communications in connection with the first capital call issuedannual audit of the Funds or other matters.

4.Review any material changes to internal controls of the Firm.

5.Pre-approve audit and non-audit services (such as special procedures or tax services) in between meetings of Audit Committee.

6.Such other matters as the Audit Committee may from time to time determine.

Adopted May 13, 2021
Revised March 16, 2022
Revised March 15, 2023
Revised March 20, 2024

22



EXHIBIT A

Members of the Audit Committee
Spiro C. Lazarakis (Chairman)
William R. Miller
Georganne Perkins


Members of the Audit Sub-Committee
Spiro C. Lazarakis
Roger V. Smith
Monica Lai
23



ANNEX C

CHARTER FOR THE NOMINATING COMMITTEE

OF

WTI FUND X, INC.

This Charter sets forth the purpose, authority, and responsibilities of the Nominating Committee of the Board of Directors of WTI Fund X, Inc., (the “Fund”). The Charter will be reviewed and approved annually by the LLCBoard of Directors of the Fund.

Purpose

The Nominating Committee has as its primary purpose, among other things, responsibility for the nomination of one or more persons to serve as a member of the Board of Directors of the Fund.

Authority

The Nominating Committee has been duly established by the Board of Directors of the Fund, and shall be provided with appropriate resources to discharge its responsibilities effectively.

Composition and Term of Members of the Nominating Committee

The Nominating Committee shall be composed of all the members of the LLC, the Fund or its successor trustees will pay to the Manager, whether before or after dissolutionBoard of Directors who are not “interested persons” of the Fund a management fee (the “Management Fee”(“Independent Director”), computed and paid quarterly as follows:
(i) the aggregate annual amount of Management Fees for each annual period (which shall be comprised of four (4) whole fiscal quarters and which,defined in the caseSection 2(a)(19) of the first annual period, shall commence on the first dayInvestment Company Act of 1940 (“1940 Act”). The members of the first fiscal quarter commencingBoard of Directors who are members of the Nominating Committee are listed in Exhibit A hereto. The members of the Nominating Committee shall designate one member to serve as Chair of the Nominating Committee. Each member of the Nominating Committee shall serve until a successor is appointed.

Meetings

The Chair of the Nominating Committee shall call meetings on or followingan “as needed” basis. Meetings may be held as often as deemed appropriate by the Initial Contribution Date) shall be equalChair of the Nominating Committee. Counsel to the productIndependent Directors of the Annual Percentage (as defined below)Fund will serve as counsel to the Nominating Committee, and will be responsible for preparing and maintaining the minutes of the meetings of the Nominating Committee. Minutes of each such meeting will be circulated to all members of the Nominating Committee in a timely manner.


24



Responsibilities

The Nominating Committee shall provide assistance to the Board of Directors in fulfilling its responsibilities to the shareholders of the Fund.

Functions of the Committee
1.The Nominating Committee shall nominate persons to become Independent Directors. The Nominating Committee shall evaluate the qualifications of a candidate to become an Independent Director and his or her independence from Westech Investment Advisors Inc. (“Westech”), and other principal service providers to the Fund. A candidate must be “disinterested” in terms of both the letter and the spirit of Section 2(a)(19) of the 1940 Act, as well as satisfy the requirements of Section 301 of the Sarbanes-Oxley Act of 2002. The Committee shall also consider the effect of any relationships beyond those delineated in that Act that might impair the independence of a candidate, such as business, financial, or family relationships with Westech, or other principal service providers.
2.Candidates may be recommended by members of the Nominating Committee and by members of the Board of Directors. Each candidate will be evaluated by the Nominating Committee with respect to the relevant business and industry experience that would enable the candidate to serve effectively as an Independent Director, as well as his or her compatibility with respect to business philosophy and style. The members of the Nominating Committee may conduct an in-person interview of each viable candidate using a standardized questionnaire. When all of the viable candidates have been evaluated and interviewed, the Nominating Committee shall determine which of the viable candidates should be presented to the Board of Directors for selection to become a member of the Board of Directors.
3.The Nominating Committee shall periodically review the corporate governance procedures of the Board of Directors and shall recommend any appropriate changes to the Board of Directors.
4.The Nominating Committee shall periodically review the composition of the Board of Directors to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those persons who are already members of the Board of Directors.
5.The Nominating Committee shall periodically review the compensation received by Independent Directors and shall recommend any appropriate changes to the level or form of such compensation to the Independent Directors as a group.


25



Nominations with respect to such annual period (as set forth below) andOther Committees of the Member Committed Equity Capital (as defined below) (regardless of when or if such committed capital is called or released);Board
(ii) the “Annual Percentage” with respect to each annual period shall be as follows:
Annual Period
​​
Annual Percentage
First
​​
1.575%
Second
1.		​The Nominating Committee shall make nominations for membership on all of the Committees created by the Board of Directors and shall review such assignments at least annually.
​
1.600%
Third
​​
1.575%
Fourth
2.		​The Nominating Committee shall review, as necessary, the responsibilities of each of the Committees created by the Board of Directors, including whether there is a continuing need for the Committee, whether there is a need for the Board of Directors to create any additional Committees, and whether any of the existing Committees should be combined or reorganized. The Nominating Committee shall make recommendations for any such action to the Board of Directors.

Retirement Policies
​
1.500%
Fifth
​​
1.250%
Sixth
1.		​It shall be the policy of the Nominating Committee that Independent Directors will retire from active service on the Board of Directors at the end of the year in which they reach their 79th birthday (“Retirement Date”), provided however, that the term for each Independent Director upon reaching his or her Retirement Date shall automatically renew for up to five successive one-year periods unless the Nominating Committee determines in its sole discretion not to renew an Independent Director’s term for any such one-year term subsequent to his or her Retirement Date.

Other Powers and Responsibilities
​
0.900%
Seventh
​​
0.600%
Eighth
1.		​The Nominating Committee shall monitor the performance of independent legal counsel employed by the Independent Directors as defined in Rule 0-1 under the 1940 Act, and shall be responsible for the supervision of such independent legal counsel.
​
0.350%
Ninth
​
2.​
0.150%
The Nominating Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Fund.
(iii) There shall be no Management Fee payable by the Fund with respect to any fiscal quarter commencing following the nine-year anniversary of the Initial Contribution Date;
(iv) The “Member Committed Equity Capital” shall be the aggregate amount of subscription obligations for the purchase of interests in the LLC (including any amounts of such obligations that have been satisfied). For purposes of calculating the Management Fee, any capital committed to the LLC at a closing subsequent to the first closing (regardless of when or if such committed capital is called or released) shall be deemed to have been committed to the LLC as of the first closing.
3.The Nominating Committee shall consider such other matters as may be referred to it from time to time by the Board of Directors.
(b) The amount of Management Fees for the period beginning on the Initial Contribution Date and ending on the last day of the fiscal quarter during which the Initial Contribution Date occurs shall accrue at the same rate as applies for the first annual period, and shall be payable on the last day of such fiscal quarter. In general, the amount of Management Fees payable with respect to any annual period shall be payable in equal quarterly installments, in arrears, provided, however, that the management fee for any partial period shall be pro-rated based on the ratio that the number of days in such partial period bears to the actual number of days in the applicable annual period.

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(c) In the event of the liquidation of the Fund, the Management Fee which is payable by the Fund as set forth above with respect to the fiscal quarter during which such liquidation occurs and for each subsequent fiscal quarter shall be payable by the LLC (except as provided otherwise pursuant to the terms of the LLC’s Amended and Restated Operating Agreement, entered into as ofApproved May 13, 2021 as amended from time to time).
(d) If (i) the Manager, (ii) an officer, director or employeeAmended March 16, 2022
Amended March 15, 2023
Approved March 20, 2024

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EXHIBIT A

Members of the Manager, (iii) a company controlling, controlled by or under common control with the Manager, or (iv) an officer, director or employee of any such company receives any compensation from a company whose securities are held in the Fund’s portfolio in connection with the provision to that company of significant managerial assistance, the compensation due to the Manager hereunder shall be reduced by the amount of such fee. If such amounts have not been fully offset at the time of termination of this Agreement, the Manager shall pay such excess amounts to the Fund upon termination. In the event that any such compensation is received from a company whose securities are also held by one or more Prior Funds, then, for purposes of reducing the amount of compensation due to the Manager from the Fund, the amount of the compensation received from such company shall be allocated between the Fund and such Prior Funds pro rata in accordance with the relative investment made by each of them in such company.Nominating Committee
8. Limitation of Liability of Manager. The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee or agent of the Manager, who may be or become an officer, director, employee or agent of the Fund shall be deemed, when rendering services to the Fund or acting with respect to any business of the Fund, to be rendering such service to, or acting solely on behalf of, the Fund and not as an officer, director, employee or agent or one under the control or direction of the Manager even though paid by it.
9. Duration and Termination.Spiro C. Lazarakis (Chairman)
(a) This Agreement shall become effective upon the date hereabove written provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund’s outstanding voting securities.William R. Miller
(b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund.Georganne Perkins
(c) Notwithstanding the foregoing, this Agreement may be terminated: (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund at any time, without the payment of any penalty, on sixty days’ written notice to the Manager or (ii) by the Manager at any time, without the payment of any penalty, on sixty days’ written notice to the Fund. This Agreement will automatically terminate in the event of its assignment.
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10. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of a majority of the Fund’s outstanding voting securities.
11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland, without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act. To the extent that the applicable laws of the State of Maryland conflict with the applicable provisions of the 1940 Act, the latter shall control.
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PROXY
12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested person”, “assignment”, “broker”, “investment adviser”, “security” and “significant managerial assistance
” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated as of the day and year first above written.
WTI FUND X, INC.
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WESTECH INVESTMENT ADVISORS LLC
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By:
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By:
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Name:
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Name:
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Title:
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Title
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WTI FUND X, INC.
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WESTECH INVESTMENT ADVISORS LLC
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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B-8
PROXY

WTI Fund X, Inc.

SpecialAnnual Meeting of Shareholders – September 30, 2022May 15, 2024


The undersigned hereby appoints as proxies Jared S. Thear David R. Wanek, and Maurice C. WerdegarRodolfo Ruano and each of them (with power of substitution) to vote for the undersigned all shares of Common Stock, $0.01$0.001 par value (“Shares”) of the undersigned at the aforesaid meeting and any adjournment thereof with all the power the undersigned would have if personally present. The Shares represented by this proxy will be voted as instructed.Unless otherwise indicated to the contrary for a proposal, this proxy shall be deemed to grant authority to vote “FOR” the Proposal.proposal. This proxy is solicited on behalf of the Board of Directors of WTI Fund X, Inc. (the “Board”).
Please sign and date this proxy and return it to Westech Investment Advisors LLC by faxe-mail to the attention of Lynda Colletta, at (650) 234-4343, or by email to lyndac@westerntech.com.thomas@westerntech.com.
Please indicate your vote by an “X” in the appropriate box below. The Board of Directors recommends a vote “FOR” the Proposalproposals below.
To Approve the New Agreement between
Election of Spiro C. Lazarakis, William R. Miller, Georganne Perkins and David R. Wanek as Directors of the Fund and Westech,(strike out names of an individual nominee to take effect upon the consummationwithhold authority to vote for that nominee)
FOR

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AGAINST

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ABSTAIN

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Ratification of the Transaction.​​selection of Deloitte & Touche LLP to serve as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
FOR
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AGAINST
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ABSTAIN

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on September 30, 2022: May 15, 2024: The Proxy Statement, together with a Notice of SpecialAnnual Meeting of Shareholders and proxy card,Proxy Card, and the Annual Report for the Fund for its year ended December 31, 2023, are available on the internet at the following address: www.intralinks.com.


Continued and to be signed on the next page.



If Shares are held jointly, each shareholderShareholder named should sign. If only one signs, his or her signature will be binding. If the shareholderShareholder is a corporation, the President or Vice President should sign in his or her own name, indicating title. If the shareholderShareholder is a partnership, a partner should sign in his or her own name, indicating that he or she is a “Partner.” If the shareholderShareholder is a trust, an authorized officer of the Trustee should sign, indicating title.

Please sign exactly as the Shares are registered (indicated below)



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Name of Shareholder
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Signature
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Title (if applicable)
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Dated: , 2022
_______________, 2024