TSW II Capital Advisors LLC

Item 5: Fees and Compensation
Each Fund is governed by a limited partnership agreement (“LPA”) or other organizational and
offering documents that set forth in detail the fee structure relevant to each such Fund. The terms
of the compensation arrangements are established at the time of the formation of the applicable
Fund. As compensation for investment advisory and management services rendered to the TSWII,
TSW3 and TSWS Funds, a fixed annual management fee is charged of up to one and one-half
percent (1.5%) of each limited partner’s capital account payable quarterly in advance on the first
day of each quarter. TSWII receives a portion of those management fees collected as compensation
for the administrative services it performs on behalf of the Funds. In its sole discretion TSWII, its
affiliated Fund General Partners or Managers may reduce or waive the management fee charged
to any limited partner’s capital account; provided the right is reserved at any time to modify such
lesser compensation to a level no greater than described above. TSWII, its affiliated Fund General
Partners or Managers, in their sole discretion, may allow investors (including the Chairman,
President, Portfolio Managers and other related parties) to redeem all or a portion of their interests
in the Funds on shorter notice and/or with greater frequency than upon the terms described in the
offering documents.

Depending on the Fund and investor elected share class, TSWII, its affiliated Fund General Partner
or Manager is eligible to receive performance fees ranging from 5% to 10% based on a Fund’s
realized, unrealized net profits or capital appreciation. A particular Fund’s performance fee terms
are described in the Fund’s offering documents.

In addition to TSWII's investment management fees, each Fund will bear its own operating costs
and expenses, consistent with the applicable provisions in each of the Fund’s governing
documents, including without limitation: fees and expenses of third-party professionals, including
without limitation, attorneys, accountants, compliance advisory services and consultants; support
for research and other activities related to portfolio management, due diligence and monitoring
and disposition of actual and prospective investments, whether or not any such investment or
disposition is consummated, including fees paid to a third party, travel and lodging, and expenses
related to information technology; other investment-related expenses, including brokerage
transaction costs (which may include transaction costs related to any securities a Fund may receive
in-kind from private investment funds in which the Fund invests); compensation payable to a third
party in connection with the management of any Security; organizational and reorganizational
expenses; custodial fees, costs of indemnification, related insurance or litigation; interest expenses
on, and any other fees and expenses related to, any borrowings the Partnership may make; fees and
expenses related to compliance with any applicable law or regulation; expenses related to the
offering and sale of interests in the Partnership; reserves the General Partner determines that are
necessary for contingencies or upcoming expenditures; and such Fund’s third-party administrator
and administration.

Further, an unaffiliated third‑party accountant performs accounting, financial reporting, and
outsourced controller‑level functions on behalf of TSWII and/or each Fund. Such services include,
among other things, general ledger maintenance, preparation of financial statements, coordination
with auditors and tax advisers, cash management support, capital account and expense allocations,

and assistance with regulatory or investor reporting. The fees and expenses associated with these
outsourced accounting and controller services are generally borne by the applicable Funds as a
Fund expense, unless otherwise specified in the governing documents of the Fund. Such expenses
allocated among multiple Funds or investment vehicles advised by TSWII are on a basis that
TSWII believes to be fair and equitable. Because TSWII has discretion to select and engage the
service provider, TSWII has an incentive to cause the Funds to incur these expenses, which creates
a conflict of interest. TSWII seeks to mitigate this conflict by engaging the service provider on
terms it believes are reasonable and appropriate in light of the services provided and by allocating
such expenses in a manner it believes is fair and consistent with applicable governing documents.

Since the Funds invest in other privately offered pooled investment vehicles, investors will pay
a management fee to TSWII, its affiliated Fund General Partner or Manager and a separate layer
of management fees, performance fees, trading and administrative expenses to the private
investment funds in which the Funds invest.

When determining fees, the precise account balances may be unavailable to TSWII on a timely
basis. The funds in each portfolio provide TSWII with unaudited, net asset values, which are
subject to revision. TSWII’s billing in those situations is therefore based on the most current
information available when fees are calculated. Please see the Methods of Analysis, Investment
Strategies, and Risk of Loss section of this brochure for more information on Valuation Risks and
Estimates.

Item 7: Types of Clients
TSWII provides investment advisory and administrative services to the Funds, as described in this
brochure, and not individually to the limited partners of the Funds. Limited partners in the Funds
may include, but are not limited to, high net worth individuals, partnerships, pension plans,
endowments, foundations, trusts, estates or charitable organizations, investment advisers, and
corporate or other business entities.

Details, concerning applicable investor suitability criteria, are set forth in the respective Fund's
offering documents and subscription materials. Generally, the minimum investment in the Funds
is $1 million. A Fund’s General Partner or Manager does have the authority to accept
subscriptions for lesser amounts. Each investor is required to meet certain suitability qualifications,
such as being an "accredited investor" within the meaning set forth in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended or being a “qualified purchaser” within the
meaning of the Investment Advisers Act of 1940. However, certain non-accredited investors have
been permitted to invest in the Funds, advised by TSWII, as allowable under Rule 506 of
Regulation D.