Tailwind Advisors LLC

Item 5 - Fees and Compensation
Item 5.A.
The fees and expenses associated with an investment in the Funds are described in detail in the
Funds’ Offering Documents. Tailwind may, in its sole discretion, manage other funds with higher
or lower fees, different fee structures and different expense payment arrangements in each Fund.
Management fees and performance fees, also referred to as a “carried interest”, are generally not
negotiable; however, the Adviser, in its sole discretion, may waive or modify management or
performance fees for certain investors or clients.

Tailwind or its affiliate is also generally entitled to receive performance-based compensation from
clients in the form of a carried interest equal to a percentage of distributions of profits in excess of
preferred return (generally 10-20%). The carried interest distributed to Tailwind or its affiliate may
be subject to a potential giveback at the end of life of the Fund in the event that excess cumulative
distributions have been received. Please review the distribution terms of the Fund’s Offering
Documents for full details, which may differ from the above.

Separately managed account (“SMA”) management fees are negotiable, based on assets under
management and are dependent on the makeup of the investment portfolio. Generally, investment
advisory fees follow the schedule below for separately managed account clients:

                                           Advisory Fees:

                                 Assets                   Per Annum Fee

                               First $50MM                     0.625%

                                $50MM+                          0.40%

The Fee will be based upon the value of the assets under management, regardless of where the
assets are held. The initial fee will be based on the value of assets under management as of the date
on which the advisory agreement is effective, or a mutually agreed upon alternate date. Valuations
of securities and managed accounts shall be made by the custodian holding the assets. Valuations
of private funds and partnerships will be made by the manager or general partner of the private
fund, as the case may be. Other investments, private funds or partnerships for which no value has
been established will be valued at cost. The first payment will be prorated to cover the period from

the effective date of the advisory agreement through the end of the current full calendar quarter.
Thereafter, the fee will be based on the value of the assets under management on the last business
day of the preceding calendar quarter. Additional assets received into the Client accounts after
being opened may be charged a pro rata fee based upon the number of days remaining in the
quarter. No fee adjustments will be made for partial withdrawals or for appreciation or depreciation
within a billing period.

Item 5.B.
Client shall provide appropriate authorization to their custodian to permit them to deduct from
Client accounts the fees payable to Tailwind for advisory services for each calendar quarter in
accordance with invoices provided by Tailwind.

If a Client terminates the advisory agreement within five (5) business days of its signing, the Client
shall receive a full refund of any pre-paid fees.

Item 5.C.
The Client will be solely responsible for fees payable to the custodian.

The Client will be solely responsible for fees payable to private funds, partnerships and managed
accounts. In most cases those fees will be deducted by the private funds, partnerships or managed
account manager pursuant to the agreement between the Client and such entity.

The Client will be solely responsible for all commissions and other transaction costs in the Client's
accounts.

It is important to note that SMA Clients bear, in addition to their own account expenses, their
proportionate shares of the expenses of underlying investment funds in which they are invested.
Such expenses may include, but are not limited to, management fees and incentive fees paid to the
investment managers of the Funds. Such expenses may also include other expenses of the Funds,
including legal, accounting, escrow, auditing, recordkeeping, administration, fund accounting,
computer, and clerical expenses, insurance, expenses incurred in preparing reports and tax
information to investors and regulatory authorities, expenses of printing and dispatching offering
materials and reports to investors, duplicating expenses, mailing costs, courier costs and filing fees,
where applicable. Tailwind SMA Clients invested in the affiliated Funds are not charged
duplicative management fees, however, as an investor in the Funds, those Clients capital accounts
would be charged their proportionate shares of Fund expenses.

Item 5.D.
Advisory Fees are billed in advance on the first day of each quarter.

Item 5.E.
Not Applicable. Neither Tailwind nor its supervised persons are compensated for the sale of
securities or other investment product.

Item 7 – Types of Clients
Tailwind provides continuous and regular investment advisory services on a discretionary and non-
discretionary basis to pooled investment vehicles and high net worth individuals and families,
including their related entities. Generally, Tailwind has a minimum size for an investment advisory
relationship of $50,000,000. This requirement can be waived at the discretion of Tailwind
management.