Tallwoods Partners LLC

Item 5– Fees and Compensation

Tallwoods’s Fees

Tallwoods typically charges fees to its clients based on a percentage of the market value of assets under
management. Fees will be individually negotiated and based on each client’s assets under management and
the scope of the client engagement. Such fees may also include some form of incentive-based component
as negotiated individually with eligible qualified clients.

Fees are generally billed quarterly, in arrears or advance as mutually agreed upon with the client. For certain
clients, Tallwoods’s fee arrangement is a flat fee billed quarterly in advance. In its agreement with its
clients, Tallwoods reserves the right to modify its billing practices.

With respect to payments of fees that are billed quarterly, in any partial calendar quarter, the fee will be
pro-rated based on the number of days the client account was open during that quarter. For the purpose of
determining the fee, the market value of assets under management shall be measured on the last day of the
billing quarter, subject to appropriate adjustments for inflows and outflows.

Clients may grant Tallwoods authority to deduct quarterly payments directly from the client's account(s)
held by an independent custodian. Tallwoods will notify the custodian of the amount of advisory fees due
for each quarter through the custodian's electronic disbursement system. The custodian will send each client
a statement, at least quarterly, indicating the amounts disbursed from each account, including the amount
of advisory fees paid directly to Tallwoods. Clients are urged to carefully review these reports received
from the custodian and to compare those reports with reports received from Tallwoods, if any.

Tallwoods’s fees are exclusive of transaction fees, brokerage commissions, or other related costs and
expenses payable to third parties, which shall be incurred by the client. Clients will be responsible for
reasonable third-party expenses associated with the services to be provided, including, without limitation,
the costs of products and services relating to research, market data, valuation and related items and courier
services. Fees and expenses from third parties (including, but not limited to custodians, brokers, third party
investment advisers and other third parties) relating to the making, holding and disposition of investments
with respect to each account will be paid by the client, including, without limitation, administration fees,
wire transfer and electronic fund fees, due diligence fees and expenses, brokerage commissions, the costs
of products and services relating to transaction execution and related items, clearing and settlement charges,
custodial fees, hedging expenses, bank service fees, interest expenses, expenses related to proposed
investments that have not been consummated and income, withholding or transfer taxes. Mutual funds or
other investment vehicles in which a client’s assets may be invested charge additional advisory fees and
other fees and expenses, as described in the applicable fund’s prospectus.

Item 12 further describes the factors that Tallwoods considers in selecting or recommending broker-dealers
for client transactions and in determining the reasonableness of their compensation (e.g., commissions).

Underlying Manager Fees & Expenses

Where Tallwoods allocates a portion (or all) of a client’s portfolio to third-party managers (through funds
or separate accounts), such managers generally may charge a management fee ranging from 0.05% to 2%
annually of assets under management and an annual performance-based fee or allocation ranging generally
from 15 to 25% of either quarterly or annual new net investment profits. However, the exact timing and
amount of such fees may vary among the various underlying managers and will be charged at the rates
described in the relevant offering and governing document(s). Performance-based fees applicable to a
particular underlying fund manager will be payable on such underlying fund’s separate performance.
Accordingly, a multi-adviser class that invests in multiple underlying funds may be subject to performance-
based fees charged by one or more such underlying funds with respect to periods in which the class itself
experiences a loss.

Clients will also be responsible for any additional fees and expenses of third-party funds or separate
accounts in which they are invested.

Negotiation of Fees; Waivers

Management fees may not be charged, or may be charged at a reduced rate, with respect to the capital account
of the principals, employees or affiliates of Tallwoods. The manner in which specific fees are calculated and
charged are described in each client’s investment management agreement with Tallwoods.

Termination of Advisory Agreement

Tallwoods’s standard investment management agreement provides for termination of the investment
management relationship between Tallwoods and the client upon 30 days’ written notice. It is possible
Tallwoods will negotiate different termination rights for different investors. In the event a client
terminates its account or otherwise withdraws assets prior to the end of the quarter, the fee for such quarter
will be pro-rated.

Item 7 – Types of Clients and Minimum Requirements

Tallwoods generally provides investment advice to individuals, high net worth individuals, family offices,
trusts, estates, corporations, foundations, endowments, private investment funds, and other business
entities.

Tallwoods generally limits investors to persons who are “accredited investors” as defined in the Securities
Act of 1933, as amended (the “Securities Act”), although Tallwoods reserves the right in its sole discretion
to accept non-accredited investor clients.

Tallwoods typically requires a minimum initial account size of $10,000,000.00 but reserves the right to
accept client accounts that do not meet these minimum conditions.

Item 8 – Method of Analysis, Investment Strategies and Risk of Loss