Townsquare Capital LLC

Item 5 – Fees and Compensation
Sub-Advisory Asset Management Services for Registered Investment Advisers
Fees and payment arrangements are negotiable and will vary on a case-by-case basis as set forth in the
Sub-Advisory Agreement. Fees are agreed upon between us and the Primary Investment Adviser based
on the execution of a Sub-Advisory Agreement entered into between the Primary Investment Adviser
and us. Fees payable to us are the obligation of the Primary Investment Adviser. Fees payable to the
Primary Investment Adviser are the obligation of the Underlying Client. The frequency with which fees
are assessed and the manner in which they are paid to us is determined by the Primary Investment
Adviser. Depending on the arrangement, we may require the Underlying Client to grant us authorization
through a fee authorization form to directly deduct the fees agreed to between the Primary Investment
Adviser and the Underlying Client from their accounts.

The Primary Investment Adviser may terminate the agreement upon written notice to our firm. The
Primary Investment Adviser will incur a pro rata charge for services rendered prior to the termination of
the agreement, which means the Primary Investment Adviser will incur service fees only in proportion to
the number of days in the billing period for which we managed assets as a sub-advisor for the Primary
Investment Adviser. If the Primary Investment Adviser has pre-paid service fees that we have not yet
earned, they will receive a prorated refund of those fees. If the Underlying Client has pre-paid advisory
fees that have not yet been earned by the Primary Investment Adviser, it is the responsibility of the
Primary Investment Adviser to ensure the Underlying Client receives a prorated refund of those advisory
fees. In such instances, we may assist the Primary Investment Adviser in calculating the pre-paid
advisory fees the Primary Investment Adviser owes to the Underlying Client on a prorated basis and
remitting any payment owed.

Portfolio Audit Service
The cost of Portfolio Audit Services are included as part of the fees the Primary Investment Adviser pays
to us as sub-advisor.

House Accounts
Fees charged to House Accounts are negotiable but will not exceed 3% annually of assets under
management. Fees will be charged at a frequency and manner as determined via the investment
advisory contract. In the event advisory services we offer are terminated and we have received unearned
advisory fees, such fees will be refunded.

Pooled Investment Vehicles
The fees charged by TownSquare WTI Opportunity I, LLC and TownSquare Sundance Bay Opportunity
I, LLC are separate and apart from our advisory fees. Investors in these funds should refer to the offering
documents for a complete description of the fees, investment objectives, risks and other relevant
information associated with investing in each Fund. Persons affiliated with our firm may have made an
investment in the fund. See Item 10 – Other Financial Industry Activities and Affiliations for more
information.

Additional Fees and Expenses
As part of our investment advisory services, we may direct the purchase of mutual funds and exchange
traded funds, as well as exchange traded equities in Underlying Client accounts. The fees paid to our
firm for investment advisory services are separate and distinct from the fees and expenses charged by
mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders.
These fees will generally include a management fee and other fund expenses. Underlying Clients will
also incur transaction charges and/or brokerage fees when purchasing or selling securities, including but
not limited to stocks or equities, bonds, exchange traded funds ("ETFs"), options, and mutual funds.

These charges and fees are typically imposed by the broker-dealer or custodian through which
transactions are executed. We do not share in any portion of the brokerage fees/transaction charges
imposed by the broker-dealer or custodian. To fully understand the total cost that will be incurred, Primary
Investment Advisers and Underlying Clients should review all the fees charged by mutual funds,
exchange traded funds, our firm, and others. For information on our brokerage practices, refer to the

Item 7 – Types of Clients
We offer sub-investment advisory services to affiliated and unaffiliated investment advisors registered at
both the state and federal level in the U.S. The Primary Investment Adviser will allocate a portion, which
may include all, of the assets of their Underlying Client and we will manage the assets based on the
information and instructions provided to us about the Underlying Client from the Primary Investment
Adviser. Underlying Clients may include individuals, high net worth individuals, pension and profit sharing
plans, charitable organizations, state or municipal government entities, other investment advisers, and
corporates or business not otherwise listed.

We may offer our advisory services on a limited basis to employees and their families and close
acquaintances.

In general, we do not require a minimum dollar amount to open and maintain an advisory account;
however, we have the right to terminate an account if it falls below a minimum size which, in our sole
opinion, is too small to manage effectively.

Investors in the TownSquare WTI Opportunity I, LLC Fund should refer to the WTI Opportunity Fund
offering documents and/or organizational documents for information regarding the Fund's minimum
required capital commitment and any additional qualifications required for investment.

Investors in the TownSquare Sundance Bay Opportunity I, LLC Fund should refer to the Sundance Bay
Opportunity Fund offering documents and/or organizational documents for information regarding the
Fund's minimum required capital commitment and any additional qualifications required for investment.