Nordwand Investments LLC

Item 5           Fees and Compensation

   A.
                                     INVESTMENT ADVISORY SERVICES
         As the investment adviser to the affiliated private funds, the Registrant may receive
         compensation in the form of management fees, administrative fees, and/or incentive fees.

         As reimbursement for the management and administration of the affiliated private funds,
         the affiliated private funds may pay the Registrant management or administrative fees
         quarterly or as directed by the Registrant. In instances where the Registrant is also the
         General Partner of the affiliated private fund, the Registrant may also receive a special
         allocation based upon the return of each limited partner’s capital account. Each limited
         partner will be charged for the special allocation attributable to their capital account.

         For further information pertaining to the calculation of the Registrant’s management fee,
         administrative fee and/or any incentive fees please review the affiliated private funds’
         subscription documents and private placement memoranda.

   B. The affiliated private funds allow for the Registrant to deduct its fees directly from fund
         assets in compliance with regulatory procedures. In the limited event that the Registrant
         bills an affiliated private fund directly, payment is due upon receipt of the Registrant’s
         invoice. The Registrant may deduct fees and/or bill the affiliated private funds quarterly in
         advance, quarterly in arrears or at the direction of the Registrant. Fees may be based upon
         the called capital or net asset value of the portfolio as reasonably assessed by the Registrant
         and consistent with fund documents.

         In the event that an affiliated private fund does not have sufficient liquid assets to pay the
         Registrant’s fee, the fee shall accrue until such time that the affiliated private fund has
         sufficient liquid assets, at which time the Registrant shall collect the full amount of its fee.

   C. Broker-dealers charge brokerage commissions and/or transaction fees for effecting certain
         securities transactions. In addition to Registrant’s investment management fee, brokerage
         commissions and/or transaction fees, the private funds will also incur, relative to all mutual
         fund and exchange traded fund purchases, charges imposed at the fund level (e.g.,
         management fees and other fund expenses).

   D. The Registrant, in its sole discretion, may charge a lesser investment advisory fee, charge
         a flat fee, or waive its fee entirely based upon certain criteria (i.e., anticipated future earning
         capacity, anticipated future additional assets, dollar amount of assets to be managed, related
         accounts, account composition, complexity of the engagement, competition, negotiations
         with client, etc.).

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
         securities or other investment products.

Item 7           Types of Clients

         The Registrant provides discretionary investment management services to its affiliated
         private funds.