Tailwind Management LP

Item 5 Fees and Compensation
Management Fees
Tailwind receives an investment management fee from the Funds (other than certain Co-Investment
Funds) payable quarterly in advance. The Funds are charged an annual management fee at the rates
and for the periods set forth in the confidential private placement memorandum and other governing
documents of the Funds, which provide for, in the case of the TCP Funds, a standard fee of 2.0% of
capital commitments during the Funds’ commitment period, and 1.50% of net invested capital
thereafter until the end of the term of such Fund or the final liquidating distribution of such Fund, as
applicable. The Arch Fund is charged an annual management fee for the periods set forth in the
confidential information memorandum and other governing documents of the Arch Fund (i) in respect
of the lead investor in the Arch Fund (“Lead Investor”), of 0.75% of net invested capital (based on
contributions to the Arch Fund), (ii) in respect of each other new investor in the Arch Fund, of 1.0%
of net invested capital (based on contributions to the Arch Fund), and (iii) in respect of each Modified
Reinvest LP, of (A) 1.5% of net invested capital in the Tailwind II Funds with respect to the Purchased
Portfolio plus (B) 1.0% of net invested capital (based on contributions to the Arch Fund) with respect
to follow-on investments of the Arch Fund. For all of the Funds, certain investors are entitled to invest
on a reduced or otherwise more favorable management fee. For further information, please see
“Arrangements with Certain Investors” below. The management fee payable by a Fund is subject to
reduction by the amount borne by such Fund in respect of the excess organizational expenses and
placement fees and expenses described under “Expenses” below.

Depending on the TCP Fund documents, the management fee payable by a TCP Fund may be reduced
by capital contributions made to the TCP Fund by its investors in satisfaction of capital contributions
that would otherwise have been funded by such Fund’s general partner.

The management fee, if any, payable by a Fund will also be reduced by a portion of Transaction Fees
(as defined below) received by Tailwind and/or its affiliates as set forth in “Transaction Fees” below.
Depending upon the timing of receipt and the amount of such Transaction Fees required to be offset
against future management fees, Fund investors who elect not to receive any fee income that may
remain after all management fees have been reduced will not receive the full benefit of the fee income
offset. In addition, under such circumstances, Tailwind will be entitled to retain the unapplied fee
income attributable to the Fund investors who made such election.

Carried Interest Allocations
Carried interest is a share of the net profits derived from investments that is allocated to a Fund’s
general partner as an incentive for Tailwind to maximize the performance of such Fund. The TCP Funds
(other than certain Co-Investment Funds) are typically subject to a carried interest of 20% of net profits
from investments, subject to an annualized effective internal rate of return (“IRR”) of 8%. The Arch
Fund is subject to a three-tier carried interest structure based on the following thresholds: (i) 10%

carried interest, subject to an 8% net IRR and a 1.00x net multiple on contributed capital, with a full
general partner catch-up; (ii) 15% carried interest, subject to a 15% net IRR and a 1.50x net multiple
on contributed capital, with a full general partner catch-up; and (iii) 20% carried interest, subject to a
20% net IRR and a 2.00x net multiple on contributed capital, with a full general partner catch-up.
Notwithstanding the foregoing, certain investors in each of the Funds are entitled to reduced or
otherwise more favorable carried interest, as described further in “Arrangements with Certain
Investors” below and in greater detail in the confidential private placement memorandum and other
governing documents of the Funds.

Arrangements with Certain Investors
Tailwind, in its sole discretion, permits investors who are employees or otherwise related to Tailwind
personnel to invest in a Fund without being subject to the management fee or the carried interest. In
addition, certain investors are entitled to invest on a reduced or otherwise more favorable
management fee and/or carried interest basis pursuant to certain Side Letters (as defined in “Types of
Clients” below) entered into by the applicable Related Advisor with such investors.

The Co-Investment Funds are not typically charged any management fees or carried interest, although
certain Co-Investment Funds could be subject to management, administrative or other similar fees
and/or carried interest in the future.

Transaction Fees
As set forth in greater detail in the applicable Fund’s governing documents, Tailwind and/or its
affiliates are generally authorized to and earn certain fees in connection with portfolio investments
and unconsummated transactions. A percentage of Transaction Fees received by Tailwind and/or its
affiliates, net of certain expenses, in each case as set forth in the confidential private placement
memorandum and other governing documents of the relevant Fund, will be applied to reduce the future
management fees payable by the relevant Fund. The scope of “Transaction Fees” varies by Fund,
but typically includes (i) any fees or amounts paid to Tailwind or any of its affiliates by any party in
connection with the acquisition, termination, cancellation or abandonment of any Fund investment
or proposed Fund investment that is ultimately not consummated, including any transaction, closing,
advisory, financing, “break-up” or “topping” fees or (ii) any fees paid by a portfolio company or any
affiliate of a portfolio company to Tailwind in connection with any Fund investment, proposed Fund
investment that is ultimately not consummated, or add-on acquisition, sale or other transaction
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Item 7 Types of Clients
Tailwind provides investment advisory services to the Funds. The minimum commitment for an
investor in a Fund is outlined in each Fund’s confidential private placement memorandum and other
governing documents; however, Tailwind maintains discretion to accept and has accepted less than
the minimum commitment threshold. In addition, from time to time a Fund’s general partner enters
into letter agreements or other similar arrangements with certain investors without the approval of
any other Fund investor that have the effect of establishing rights under, or altering or supplementing
the terms of, the governing documents of such Fund as they apply to a particular Fund investor (each
such letter agreement or other similar arrangement, a “Side Letter”). As a result of such Side Letters,
certain investors receive additional benefits that other investors will not receive, including, without
limitation, better economic terms such as a reduced or otherwise more favorable management fee
and/or carried interest, certain co-investment rights, information rights, excuse rights and transfer
rights. The other investors will have no recourse against the Funds, Tailwind or any of its affiliates in
the event that certain investors receive additional or different rights or terms as a result of such Side
Letters (see “Arrangements with Certain Investors” above).

Investors are required to meet certain suitability qualifications, such as being an “accredited investor”
within the meaning set forth in Rule 501(a) of Regulation D promulgated under the Securities Act.
Also, investors will be required to make certain representations when investing in a Fund, including,
but not limited to, representations that (i) they are acquiring an interest for their own account, (ii)
they received or had access to all information they deem relevant to evaluate the merits and risks of
the prospective investment and (iii) they have the ability to bear the economic risk of an investment
in such Fund. Details concerning applicable investor suitability criteria are set forth in the respective
Fund’s confidential private placement memorandum and subscription materials, which are furnished
to each prospective investor.