The WindAcre Partnership LLC

Item 5 – Fees and Compensation

The fees that The WindAcre Partnership charges for advisory services varies among clients.

Private fund investors pay fees that are commensurate with the series or share class of the private fund in
which they invest.

The Fund is structured such that The WindAcre Partnership receives an annual management fee that is
commensurate with the respective series or share class in which an investor is invested. Depending upon
their respective series or share class, investors pay an annual management fee to The WindAcre Partnership
ranging from zero to 1.5% of their respective capital account balance. The WindAcre Partnership’s
management fees are charged monthly in advance and The WindAcre Partnership instructs the Fund's
administrator to pay these fees by using cash available to such Fund.

In addition, The WindAcre General Partner LP (the “General Partner”) receives an annual performance-
based incentive allocation from the Fund that is unique to each specific series or share class in the Fund. This
performance-based incentive allocation ranges from zero to 40% annually and is calculated based upon an
individual investor’s return over a particular period of time compared to the return of varying hurdles or
benchmarks over that same period of time. Incentive allocations are subject to a high-water mark and/or
loss carry forwards.

Both the management fee and the incentive allocation, as well as other terms, are more fully described in the
respective Offering Documents for each Fund. Potential investors should review such Offering Documents
for full details as to how the management fees and incentive allocations are calculated and collected.

The WindAcre Partnership and its affiliates render their services to the Fund at their own expense and are
responsible for their overhead expenses as described more fully in the Offering Documents for each Fund.

Certain other expenses are paid by the Fund and are described more fully in the Offering Documents for each
Fund.

At the time of filing, The WindAcre Partnership does not perform advisory services for any separately
managed accounts. However, in the event that The WindAcre Partnership assumes any separately managed
accounts as clients, The WindAcre Partnership expects to charge management fees and/or incentive
allocations to those accounts that are similar to those stated above for the Fund. However, such allocations
may be individually negotiated based upon any restrictions placed on The WindAcre Partnership, the
business relationship between such client and The WindAcre Partnership, and any other factors that The
WindAcre Partnership deems appropriate.

Item 7 – Types of Clients

The underlying investors in the Fund, while not considered clients of The WindAcre Partnership under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”), are persons that are both “accredited
investors” within the meaning of the Securities Act of 1933, as amended, and “qualified purchasers” as
defined in Section 2(a)(51)(a) of the Investment Company Act of 1940, as amended (the “IC Act”), as well as
certain knowledgeable employees.

The Fund has minimum investment amounts and various other eligibility requirements. The Fund's investors
may include, but are not limited to, fund of funds, institutions, businesses, pensions, trusts, government
entities and individuals meeting certain net worth requirements. The interests or shares in the Fund are
offered privately pursuant to Regulation D and, as such, are not registered under the federal securities laws
and regulations. Accordingly, interests or shares in the Fund are offered and sold only to those investors that
meet the eligibility requirements for private placements and/or offshore transactions. Investors in the Fund
are generally required to make minimum initial investments of at least $100,000,000; however, such amount
could be reduced at the sole discretion of the General Partner, an affiliate of The WindAcre Partnership.