TAILWIND ADVISORS, LLC

Item 1 - Cover Page PART 2A OF FORM ADV: FIRM BROCHURE Tailwind Advisors, LLC 1320 S University Drive, Suite 701 Fort Worth, TX 76107 Phone - 817-708-3663 Fax - 817-732-4424 www.tailwindadvisors.com March 27, 2025 This brochure provides information about the qualifications and business practices of Tailwind Advisors, LLC. (“Tailwind,” “we,” “us,” “our,” or the “Firm”). If you have any questions about the contents of this brochure, please contact us at 817-708-3663. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Tailwind Advisors, LLC is available on the SEC’s website at www.adviserinfo.sec.gov. Tailwind Advisors, LLC may refer to itself as a “registered investment adviser.” You should be aware that registration with the SEC or a state securities authority does not imply a certain level of skill or training. 1  IMPORTANT NOTE ABOUT THIS DISCLOSURE BROCHURE This Disclosure Brochure is not: • an offer or agreement to provide advisory services to any person • an offer to sell interests (or a solicitation of an offer to purchase interests) in any Issuer • a complete discussion of the features, risks or conflicts associated with any Issuer As required by the Investment Advisers Act of 1940, as amended (“Advisers Act”), Tailwind Advisors, LLC (the “Adviser”) provides this Brochure to current and prospective Clients and may also, in its discretion, provide this Brochure to current or prospective investors in an Issuer, together with other relevant governing documents, such as the Issuer’s offering circular, prior to, or in connection with, such persons’ investment in the Issuer. Although this publicly available Brochure describes investment advisory services and products of the Adviser, persons who receive this Brochure (whether or not from the Adviser) should be aware that it is designed solely to provide information about the Adviser as necessary to respond to certain disclosure obligations under the Advisers Act. As such, the information in this Brochure may differ from information provided in relevant governing documents. More complete information about each Issuer is included in relevant governing documents, certain of which may be provided to current and eligible prospective investors only by the Adviser. To the extent that there is any conflict between discussions herein and similar or related discussions in any governing documents, the relevant governing documents shall govern and control. 2  This is Tailwind Advisors, LLC’s annual updating amendment to its last Brochure, which was filed on Item 2 - Material Changes March 27, 2024. This Brochure has been updated; however, none of the changes contained in this document are deemed to be material. Tailwind Advisors, LLC has updated the assets under management in Item 4. In the future, a summary of any material change will be listed here, as applicable. A copy may also be downloaded from the SEC’s website, www.adviserinfo.sec.gov. 3  Item 1 - Cover Page ........................................................................................................................................... 1 Item 3 - Table of Contents Item 2 - Material Changes................................................................................................................................. 3 Item 3 - Table of Contents ................................................................................................................................ 4 Item 4 - Advisory Business ................................................................................................................................ 5 Item 5 - Fees and Compensation ...................................................................................................................... 6 Item 6 - Performance-Based Fees and Side-By-Side Management .................................................................. 8 Item 7 – Types of Clients ................................................................................................................................... 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 10 Item 9 – Disciplinary Information ................................................................................................................... 18 Item 10 – Other Financial Industry Activities and Affiliations ........................................................................ 19 Item 11- Code of Ethics, Participation or Interest in Client Transactions ....................................................... 21 Item 12 - Brokerage Practices ......................................................................................................................... 23 Item 13 - Review of Accounts ......................................................................................................................... 24 Item 14 - Client Referrals and Other Compensation ...................................................................................... 25 Item 15 – Custody ........................................................................................................................................... 26 Item 16 - Investment Discretion ..................................................................................................................... 27 Item 17 - Voting Client Securities ................................................................................................................... 28 Item 18 - Financial Information ...................................................................................................................... 29 4  Item 4.A. Item 4 - Advisory Business Tailwind Advisors, LLC (“Tailwind” or the “Adviser”) has been in business since May of 2009. Jeffrey Dillard, Stewart Henderson, Joey Bryce and John Batton are the Principals of Tailwind. Item 4.B. Tailwind provides continuous and regular investment advisory services primarily on a discretionary and non-discretionary basis to high net worth individuals and families, their related entities and pooled investment vehicles. These services begin with identification of each holding structures, etc., and the Client's goal and objectives, risk tolerance, tax situation, establishment of an appropriate strategic asset allocation. Tailwind also serves as an investment manager and provides investment advisory services on a discretionary basis to a privately offered pooled investment vehicles (the “Fund”) and an affiliated entity serves as general partner to these Funds. Item 4.C. Tailwind’s investment management and advisory services to the Clients are provided pursuant to an investment management agreement (“IMA”). Accordingly, investment advisory services are tailored to the individualized needs or objectives of any particular Client. For Fund Clients, Tailwind’s investment management and advisory services to the Clients are provided pursuant to the terms of the Offering Documents. Accordingly, investment advisory services to the Funds are not tailored to the individualized needs or objectives of any particular Fund investor. An investment in a Fund by an investor does not, in and of itself, create an advisory relationship between the investor and Tailwind. Investors are not permitted to impose restrictions or limitations on the management of any Fund. Item 4.D. Tailwind does not participate in a wrap fee program. Item 4.E. As of December 31, 2024, Tailwind has approximately $147.1 million in discretionary and $1.409 billion in non-discretionary regulatory assets under management. 5  Item 5.A. Item 5 - Fees and Compensation The fees and expenses associated with an investment in the Funds are described in detail in the Funds’ Offering Documents. Tailwind may, in its sole discretion, manage other funds with higher or lower fees, different fee structures and different expense payment arrangements in each Fund. Management fees and performance fees, also referred to as a “carried interest”, are generally not negotiable; however, the Adviser, in its sole discretion, may waive or modify management or performance fees for certain investors or clients. Tailwind or its affiliate is also generally entitled to receive performance-based compensation from clients in the form of a carried interest equal to a percentage of distributions of profits in excess of preferred return (generally 10-20%). The carried interest distributed to Tailwind or its affiliate may be subject to a potential giveback at the end of life of the Fund in the event that excess cumulative distributions have been received. Please review the distribution terms of the Fund’s Offering Documents for full details, which may differ from the above. Separately managed account (“SMA”) management fees are negotiable, based on assets under management and are dependent on the makeup of the investment portfolio. Generally, investment advisory fees follow the schedule below for separately managed account clients: Advisory Fees: Assets Per Annum Fee First $50MM 0.625% $50MM+ 0.40% The Fee will be based upon the value of the assets under management, regardless of where the assets are held. The initial fee will be based on the value of assets under management as of the date on which the advisory agreement is effective, or a mutually agreed upon alternate date. Valuations of securities and managed accounts shall be made by the custodian holding the assets. Valuations of private funds and partnerships will be made by the manager or general partner of the private fund, as the case may be. Other investments, private funds or partnerships for which no value has been established will be valued at cost. The first payment will be prorated to cover the period from 6  the effective date of the advisory agreement through the end of the current full calendar quarter. Thereafter, the fee will be based on the value of the assets under management on the last business day of the preceding calendar quarter. Additional assets received into the Client accounts after being opened may be charged a pro rata fee based upon the number of days remaining in the quarter. No fee adjustments will be made for partial withdrawals or for appreciation or depreciation within a billing period. Item 5.B. Client shall provide appropriate authorization to their custodian to permit them to deduct from Client accounts the fees payable to Tailwind for advisory services for each calendar quarter in accordance with invoices provided by Tailwind. If a Client terminates the advisory agreement within five (5) business days of its signing, the Client shall receive a full refund of any pre-paid fees. Item 5.C. The Client will be solely responsible for fees payable to the custodian. The Client will be solely responsible for fees payable to private funds, partnerships and managed accounts. In most cases those fees will be deducted by the private funds, partnerships or managed account manager pursuant to the agreement between the Client and such entity. The Client will be solely responsible for all commissions and other transaction costs in the Client's accounts. It is important to note that SMA Clients bear, in addition to their own account expenses, their proportionate shares of the expenses of underlying investment funds in which they are invested. Such expenses may include, but are not limited to, management fees and incentive fees paid to the investment managers of the Funds. Such expenses may also include other expenses of the Funds, including legal, accounting, escrow, auditing, recordkeeping, administration, fund accounting, computer, and clerical expenses, insurance, expenses incurred in preparing reports and tax information to investors and regulatory authorities, expenses of printing and dispatching offering materials and reports to investors, duplicating expenses, mailing costs, courier costs and filing fees, where applicable. Tailwind SMA Clients invested in the affiliated Funds are not charged duplicative management fees, however, as an investor in the Funds, those Clients capital accounts would be charged their proportionate shares of Fund expenses. Item 5.D. Advisory Fees are billed in advance on the first day of each quarter. Item 5.E. Not Applicable. Neither Tailwind nor its supervised persons are compensated for the sale of securities or other investment product. 7  Performance fees will be charged by some third-party investment managers through their Item 6 - Performance-Based Fees and Side-By-Side Management respective funds or by Tailwind affiliated Funds, as defined above, or by third party sub-advisors, as applicable, including certain affiliates of Tailwind described in Item 10. Performance fees will not be charged on any Client accounts by Tailwind. 8  Tailwind provides continuous and regular investment advisory services on a discretionary and non- Item 7 – Types of Clients discretionary basis to pooled investment vehicles and high net worth individuals and families, including their related entities. Generally, Tailwind has a minimum size for an investment advisory relationship of $50,000,000. This requirement can be waived at the discretion of Tailwind management. 9  Item 8.A. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Tailwind’s services begin with identification of each Client’s goal and objectives, risk tolerance, tax situation, holding structures, etc., and the establishment of an appropriate strategic asset allocation. Investment strategies are evaluated based on each Client’s individual investment goals, risk tolerance and income needs. An investment program is developed around a Client’s investment objectives that directs Tailwind’s advisory services and recommendations. Investments are evaluated using an approach that considers quantitative data, qualitative information and interviews with third-party investment managers. Decisions to select or change investment manager and asset allocation strategies are made with the Clients. Tailwind does not employ the more typical type of securities analysis that evaluates the expected performance of a particular type of investment. Instead, Tailwind serves as an overall portfolio manager and the advisory services are focused on helping their Clients set investment goals and objectives. In addition to a specific method of investment analysis, Tailwind may use one or more of the following methods to evaluate different types of investments or third-party managers within the framework of the Client’s investment objectives, risk tolerance, time horizons and stated guidelines: • Quantitative Analysis. This mathematical model approach uses measurements of a company’s quantifiable data, such as the value or price per share or earnings per share and models changes to that data based on a set of assumptions. The models used may be based on assumptions that prove to be incorrect. Quantitative analysis does not necessarily factor in all variables. • Qualitative Analysis. By subjectively evaluating non-quantifiable factors such as quality of management, labor relations, and strength of research and development, this approach models changes to share price based on that analysis. Qualitative analysis utilizes subjective judgment based on inputs that may prove incorrect. • Asset Allocation. This approach attempts to identify an appropriate ratio of securities, fixed income, and cash suitable to the Client’s investment goals and risk tolerance. Because the goal asset allocation is diversification of returns and risk, Client’s may not participate in sharp increases in a particular security, industry, or market sector. • Mutual Fund and/or ETF Analysis. This approach attempts to leverage the experience and track 10  record of the manager of the mutual fund or exchange traded fund (ETF). This analysis also looks at the underlying assets in a mutual fund or ETF to mitigate significant overlap in the underlying investments held in another fund[s] in the Client’s portfolio. Past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, Tailwind does not control the underlying investments in a fund or ETF the Client may purchase the same security across multiple managers, increasing the return and risk of that security. Tailwind cannot control whether a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding[s] less suitable for the Client’s portfolio. • Alternative Non-traded Private Investments. Tailwind manages affiliated private funds that is offered to its SMA Clients. Additionally, Tailwind and its related persons will assess third-party private fund offerings that are aligned with the Client’s objectives. Analysis will include evaluation and due diligence of the transaction, offerors and related persons, performance history and experience of offerors and related persons, liquidity of investment, current and future cash flow potential, and associated risks. Significant risk may be associated with private non-traded investments, and such risk may not necessarily be mitigated by our analysis. Tailwind’s investment advisory services extend across multiple, and potentially all types, of asset classes. Generally, these asset classes are accessed through index strategies, mutual funds or separately managed accounts, and advice on specific securities is not provided. Advice regarding certain partnership structures involving hedge funds, real estate, oil and gas, and other illiquid securities are included in the advisory services offered by Tailwind. Construction of an investment portfolio includes the use of various investment tools and strategies, including bank deposits, fixed income funds/separately managed accounts, equity funds/separate managed accounts, ETF’s and other index strategies, hedge funds, private equity funds, real asset funds, and other appropriate investment vehicles. Tailwind performs research and due diligence on managers across these asset classes and provides recommendations to the Client for the appropriate course of action. Systems have been established to review and monitor portfolios and third-party manager performance. In addition, Tailwind pursues direct investments in real estate and private equity on behalf of its Clients. An affiliate of Tailwind, Tailwind Real Estate Equities, LLC, sponsors single-investment real estate partnerships into which Tailwind Clients may invest. These opportunities are pursued through dedicated teams focused solely on those asset classes. As with all of the investment options, Clients have the option to participate in these direct investments. Tailwind Family Services, LLC provides family services at the request of clients for which a services fee is charged. These services include an array of areas that are done at the specific request of the client including but not limited to keeping accounting records, paying bills, spending time with tax advisors on the client’s behalf, etc. Tailwind Philanthropic Advisory Services LLC provides foundations and trusts support and advisory services in operations. Tailwind Philanthropic Advisors, LLC is a separate but related investment advisor that provides investment advisory services to clients with a foundation management and philanthropic strategy to its suite of integrated wealth management services. Tailwind Philanthropic Advisors works with 11  ultra-high net worth families to establish and actively support a long-term philanthropic vision that ensures alignment with financial goals. Tailwind generally does not provide analysis on individual securities but relies on the management of the investment vehicles it uses (e.g., separate managers, mutual funds, limited partnerships, etc.) to perform those functions. Tailwind’s analysis and due diligence efforts are directed to those funds/managers. Tailwind utilizes databases, industry contacts and its own proprietary fund/manager research to perform this function. Item 8.B. and Item 8.C. Risk of Loss Investing involves a risk of loss. Risks to capital include, but may not be limited to, changes in the economy, market volatility, company results, industry sectors, accounting standards and changes in interest rates. Investments are generally subject to risks inherent in governmental actions, exchange rates, inflation, deflation, and fiscal and monetary policies. Market risks include changes in market sentiment in general and styles of investing. Diversification will not protect an investor from these risks and fluctuations. Clients should be prepared to bear investment loss, including the loss of the original principal. There are varying degrees of risk depending on different types of investments. There are no assurances that Tailwind’s investment strategies will succeed and Tailwind cannot give any guarantee that it will achieve the investment objectives it establishes for a Client or that any Client will receive a return of its investment. Key Risks of Tailwind’s Investment Strategies Below is a summary of potentially material risks for the significant Tailwind investment strategies used, the methods of analysis used, and/or the particular types of investments that a Client may invest in. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment. Inadvertent Concentration There can be no assurance that the Client’s constructed portfolio will result in an effective diversification of investment styles. Different investment managers acting separately in their own funds may each acquire significant positions in the same investment, resulting in an inadvertent concentration which may subject the investments of Clients to more rapid changes in value than would be the case if the Client assets were more widely diversified. Investment and Trading Risks All securities investments risk the loss of capital and no guarantee or representation is made that Tailwind’s program will be successful. The underlying portfolio may utilize such investment techniques as trading in put and call options and other derivatives, limited diversification, the use of leverage and short sales, which practices can, in certain circumstances, increase the adverse impact to which the fund may be subject. In addition, in certain transactions, some funds may not be “hedged” against market fluctuations or, in reorganization or liquidation situations, may not accurately value the assets of the underlying company or the degree of legal and regulatory risk, 12  thereby resulting in losses in the fund. Clients’ losses with respect to their investment in a particular fund should generally be limited to the amount invested in that respective portfolio. Short Sales Certain investment managers may engage in short sales in their respective fund(s). A short sale involves the sale of a security that the fund portfolio does not own in the expectation of purchasing the same security (or a security exchangeable therefor) at a later date at a lower price. To make delivery to the buyer, the fund must borrow the security at the current price and later when the position is reversed, the fund returns the borrowed security that the fund purchased from the market at the then current price. A short sale involves the risk of a theoretically unlimited increase in the market price of the security sold short, which could result in an inability to cover the short position and a theoretically unlimited loss to the fund portfolio. In addition, there is the risk that the securities borrowed by a fund in connection with a short sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, and the respective fund may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. Arbitrage Transactions Certain funds may utilize a variety of arbitrage strategies. Among the many risks of arbitrage transactions are that two or more buy or sell orders may not be able to be executed simultaneously at the desired prices, resulting in a loss being incurred on both sides of a multiple-trade arbitrage transaction. Also, the transaction costs of arbitrage transactions can be especially significant because separate costs are incurred on each component of the combination. Consequently, a substantially favorable price movement may be required before a profit can be realized. Foreign Investments Clients may invest indirectly through one or more funds in non-U.S. securities and other instruments denominated in non-U.S. currencies and/or traded outside of the United States. Such investments require consideration of certain risks not typically associated with investing in United States securities or property. Such risks include unfavorable currency exchange rate developments, restrictions on repatriation of investment income and capital, imposition of exchange control regulation by the United States or foreign governments, confiscatory taxation and economic or political instability in foreign nations. In addition, there may be less publicly available information about certain non-U.S. companies than would be the case for comparable companies in the United States, and certain non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. companies. Call Options Certain funds may purchase and sell call options. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller 13  of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing its entire investment in the call option. If the buyer of the call sells short the underlying security, the loss on the call will be offset in whole or in part by any gain on the short sale of the underlying security. Put Options Certain funds may purchase and sell put options. There are risks associated with the sale and purchase of put options. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. If the buyer of the put holds the underlying security, the loss on the put will be offset in whole or in part by any gain on the underlying security. to intermediaries. Transactions entered directly between Counterparty Risk To the extent that Clients indirectly invests in swaps, “synthetic” or derivative instruments, repurchase agreements, certain types of option or other customized financial instruments, or, in certain circumstances, non-U.S. securities, Client accounts are indirectly subjected the risk of non- performance by the other party to the contract. This risk may include credit risk of the counterparty and the risk of settlement default. This risk may differ materially from the risks involved in exchange-traded transactions which generally are supported by guarantees of clearing organizations, daily market-to-market and settlement, and segregation and minimum capital requirements applicable two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Debt Securities Certain funds may invest in unrated or low-grade debt securities which are subject to greater risk of loss of principal and interest than higher-rated debt securities. Funds may invest in debt securities which rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of which other securities may be secured by substantially all of that issuer’s assets. Funds may invest in debt securities which are not protected by financial covenants or limitations on additional indebtedness. In addition, evaluating credit risk for foreign debt securities involves greater uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Calculation of Client accounts and Fund net asset values shall be calculated by reference to the net asset value of the investments in the respective underlying funds The procedures for the calculation of the net asset value by the funds may not correspond to the method of calculation adopted by Tailwind’s Clients and the dates on which the funds calculate net asset value may not coincide with Client account valuation dates. As a result, the calculation of Managed Accounts valuations and Fund net asset values may be made on the basis of the net asset values of the underlying funds, which are either estimated or historic. 14  Such estimated net asset values and historic net asset values may vary significantly from the actual value of the net assets of the respective funds on the valuation date. Such variations may not be reflected in the calculation of Managed Accounts valuations and Fund net asset values, which, among other things, could result in the subscription price, the Management Fee, the Incentive Allocation and the withdrawal proceeds, as applicable, representing a discount or a premium. Leverage Funds may borrow funds from brokerage firms, banks and other available sources in order to be able to increase the amount available for investments. In addition, funds may in effect borrow funds through entering into repurchase agreements, and may purchase or sell options, forwards and other derivative instruments. The amount of borrowings which a fund may have outstanding at any time may be large in relation to its capital. Consequently, the level of interest rates, generally, and the rates at which funds can borrow, in particular, will affect the operating results of funds, and thus affect Client returns in proportion to their investments in those funds. Leverage has the effect of magnifying both profits and losses compared with unleveraged positions. Short- term borrowings by funds could result in certain additional risks to Client assets. For example, should the securities pledged to brokers to secure an fund’s margin accounts decline in value, the fund could be subject to a “margin call” pursuant to which the fund would either have to deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden precipitous drop in the value of an fund’s assets, the fund’s investment manager might not be able to liquidate assets quickly enough to pay off its margin debt and the fund may therefore also suffer additional significant losses as a result of its default. Commodity Trading Certain funds may engage in commodities trading. The prices of commodities and all derivative instruments, including futures and options contract prices, are highly volatile. Price movements of commodities, futures and options contracts are influenced by, among other things, changing supply and demand relationships, domestic and foreign governmental programs and policies, national and international political and economic events, interest rates and governmental monetary and exchange control programs and policies. Moreover, certain commodity exchanges limit fluctuations in commodity futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed on such exchanges at prices beyond the daily limit. Commodity futures contract prices have occasionally moved the daily limit for several consecutive days with little trading. Similar occurrences could prevent an Investment Fund from promptly liquidating unfavorable positions and subject a fund to substantial losses. Forward Trading Certain funds may engage in forward trading. Forward contracts (including foreign exchange) and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated – there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or 15  commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration, which could result in substantial losses to a fund. Real Estate Investment Risks There are a variety of circumstances which may cause a reduction in the value of any real estate investment, including, but not limited to: (i) Existing and new construction competing for a limited pool of tenants, thereby impacting occupancy rates, market rent levels or both; (ii) Economic events causing significant decreases in occupancy rates and tenants’ ability to pay rent; (iii) Environmental issues arising, potentially limiting use of the property as well as its resale value; (iv) Property expenses, including maintenance, repairs, necessary capital expenditures, and property taxes, among other expenses, moving higher than projected, thereby reducing the value of any return on the investment; and (v) Potentially a variety of other circumstances that may have a negative impact upon the value of the investment. Oil and Gas Investment Risks There are a variety of risks associated with making oil and gas investments, including, but not limited to: (i) commodity price fluctuations (due to a number of uncontrollable factors) can adversely affect the value of an investment, (ii) risk associated with operating in one major geographic area, (iii) high risks associated with oil and gas drilling activity relating to a variety of factors, and the unavailability or inadequacy of insurance to protect against any or all of such drilling related risks, (iv) exploration and reserve development risks, (v) the inability to control the activities on non-operated properties, (vi) lack of control over transportation facilities and other infrastructure necessary for the marketability of production, (vii) the highly competitive nature of the oil and gas industry may impact the ability to acquire and/or exploit opportunities, (viii) complex U.S. federal, state and local laws and regulations could have material impacts on the profitability of investments, (ix) material inaccuracies in reserve estimates or underlying assumptions could cause the quantities and net present value of reserves to be overstated, (x) investments may not have good and marketable title to their underlying properties, (xi) essential equipment and services may be unavailable, and (xii) terrorist activities and military and other actions could adversely affect operations. For a more complete description of the risks associated with investing in any fund, including any Fund sponsored by affiliated entities of Tailwind, investors should refer to the relevant Prospectus or Private Placement Memorandum for the respective fund. Other risks may be applicable. Investing in securities (including private equity, real estate, and natural resource investments) involves the risk of loss, which investors should be prepared to bear. Each Client should request and review all disclosure documents provided by managers and their respective funds governing documents recommended by Tailwind prior to investing. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Funds. Prospective investors should 16  read the relevant offering documents in their entirety and consult with their own advisors before deciding to invest in the Funds. 17  Tailwind and its supervised persons do not have any disciplinary information to disclose. Item 9 – Disciplinary Information 18  Item 10.A. Item 10 – Other Financial Industry Activities and Affiliations Not Applicable. Tailwind is currently not applying to register as a broker-dealer and does not intend to. Item 10.B. Not Applicable. Neither Tailwind, nor any of its management persons, has an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Item 10.C. Tailwind Mineral Manager LLC is also an affiliate of Tailwind and is the managing member of Tailwind West Bend LLC, an entity that invests in mineral interests. Tailwind Real Estate Equities, LLC, another affiliate of Tailwind, sponsors the formation of single-investment real estate partnerships. Tailwind may recommend to its Clients investments sponsored by its affiliated entities, and each affiliate charges fees in connection with the investments that they sponsor. This relationship creates a conflict of interest in that Tailwind may have an incentive to recommend its affiliate-sponsored investments. Tailwind addresses this conflict of interest by fully disclosing the affiliated relationships and the fact that the affiliate-sponsors charge fees and the amounts thereof. Tailwind Family Services, LLC is an affiliate of Tailwind Advisors, LLC that provides family office services (including administration, operations, and accounting). Stewart Henderson, a Principal of Tailwind Advisors, LLC, is the manager of two client owned LLC’s and has custody of these assets. In addition to the Adviser’s Clients, certain Principals of the Adviser engage in other investment advisory services outside of the Adviser. In these unrelated roles, the Principals may, from time to time, advise the unrelated clients to participate in the same investment(s) as that of the Adviser’s Clients. When such recommendations for unrelated clients to invest in the same investments as the Adviser’s Clients are made or considered, certain conflicts of interest may exist including divided fiduciary duties and an incentive for the Principals to recommend such investments to unrelated clients instead of the Adviser’s Clients. Additionally, members, principals, officers, and employees of the Adviser and its affiliates may from time to time act in the capacity of trustee, incurring a separate fiduciary duty that may conflict with the interests of advisory clients. To address these potential conflicts of interest, the Adviser has implemented a Code of Ethics as described in Item 11 which includes, among other things, a requirement that the Principals disclose to the Adviser’s CCO any interest of unrelated clients to participate in the same securities or investments as that of the Adviser’s Clients. Members, principals, officers and employees of the Adviser and its affiliates, including the General Partner, hold positions on the boards of directors of certain private and/or public companies for 19  compensation, including companies in which the Fund invests or may invest in the future. Such compensation may include cash, restricted stock and/or options of such company. Any compensation received in connection with such board positions is retained by the individual and/or assigned to the General Partner or the Adviser and will not be credited to the Fund or the Limited Partners. In addition, in their capacity as officers or directors of companies, such individuals may become subject to fiduciary or other duties which can adversely affect the Fund. For example, the Fund may be unable to sell or otherwise dispose of portfolio securities if a director of the portfolio company is an employee of the Adviser or General Partner and is in possession of material, non- public (i.e., “inside”) information relating to the issuer. Nevertheless, the Fund’s Partnership Agreement will not preclude members of the Adviser from serving as officers or directors of portfolio companies or otherwise acquiring material, non-public information regarding portfolio companies. In general, if there is a conflict between the fiduciary duties of the Adviser or a member thereof to a portfolio company and such person's fiduciary duties to the Fund or the Limited Partners, such person’s fiduciary duties to the portfolio company will prevail. Jeff Dillard, a Member of Tailwind Advisors, LLC, is involved in several private businesses unrelated to the investment advisory industry and Tailwind activities. His primary business is the exploration and production of oil and gas through his 50% ownership of Cobra Oil and Gas Company, based in Wichita Falls, Texas.. He spends approximately 50% of his time managing those enterprises. J. Kirk Searcy, an employee of Tailwind, is a licensed real estate broker and may earn fees in connection with facilitating certain real estate transactions on behalf of Tailwind and its Clients. Tailwind may receive additional compensation as a board member (or similar position) for services and assistance in oversight of Tailwind Client investments. Jeff Dillard, a Member of Tailwind, and members of his family are Clients of Tailwind. Jeff Dillard acts as the general partner in several investment-related entities that he and his family have investment interest in. Tailwind does not solicit Clients for these investment related however, some Clients of Tailwind may be invested on an unsolicited basis. 20  Item 11- Code of Ethics, Participation or Interest in Client Item 11.A. Transactions In addition to being a Principal of Tailwind, Jeff Dillard and his family are Clients of the firm. As a result, Mr. Dillard and his family will have an interest in many of the investments that are recommended to other Clients of Tailwind. The position of the Dillard family in any such investments will be on the same terms as other Clients, unless specifically disclosed otherwise. In all instances, the positions would be so small as to have no impact on the pricing or performance of the security. Code of Ethics Tailwind has developed a Code of Ethics that is in compliance with standards set forth under SEC Rule 204A-I and consistent with our own core values of integrity, confidentiality and excellence in everything we do. This Code of Ethics, to which all Tailwind employees must subscribe, serves to emphasize the importance we place on our fiduciary duties to our Clients, particularly avoiding any potential conflicts of interest. The Code of Ethics is available to any Clients and prospective Clients of Tailwind upon request. As an investment adviser, Tailwind stands in a position of trust and confidence with respect to its Clients. Accordingly, the Firm has a fiduciary duty to place the interests of its Clients before the interests of the Firm, its employees and its Members. In order to assist the Firm in meeting its obligations as a fiduciary, the Firm has adopted this Code of Ethics (the "Code"). The Code incorporates the following general principles, which all members are expected to uphold: Tailwind must at all times place the interests of its Clients first. All personal securities transactions must be conducted in a manner consistent with the Code and avoid any actual or potential conflicts of interest or any abuse of a member's position of trust and responsibility. • Employees must not take inappropriate advantage of their positions at Tailwind. • Employees must comply with federal securities laws. • Information concerning the identity of securities and financial circumstances of the Clients must be kept confidential. Independence in the investment decision-making process must be maintained at all times. • • No employee may guarantee a Client against losses with respect to security transactions. • No guarantee may be made that a specific level of performance will be achieved or exceeded on or by a future date. 21  • No employee may give or offer any legal or tax advice to any Client. • No employee may share in the profits or losses of a Client account. • No employee may borrow funds or securities from, or lend funds or securities to, any Client. • No employee shall execute any transaction on behalf of a Client or exercise any discretionary power in effecting any transaction for a Client's account unless Tailwind has: (i) obtained written authority from the Client; and (ii) authorized the member's execution of Client transactions or exercise of discretionary authority with respect to that Client. Item 11.B. through Item 11.D. Tailwind is a "fiduciary" to its Clients both under common law and the Advisers Act. Tailwind's employees and members are prohibited from (i) employing any device, scheme or artifice to defraud a Client; (ii) making any untrue statements of a material fact to a Client or omitting to state a material fact necessary in order to make the statement, in light of the circumstances under which it was made, not misleading; (iii) engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon a Client; or (iv) engaging in any manipulative act or practice with respect to a Client. As a fiduciary, the Firm owes two principal duties to the Clients - the duty of care and the duty of loyalty. 22  Tailwind does not generally direct what brokers and custodians are utilized to hold Client assets Item 12 - Brokerage Practices and execute Client trades. We work with several brokers and custodians and are flexible on bringing in existing Client relationships as desired. We may recommend a particular broker for execution of a particular trade or investment based on the ability of the broker to most effectively execute the trade or investment. Any such decisions will be based on an assessment of the alternatives and a desire to get the best and most cost-effective execution for our Client. 23  While investment accounts are reviewed constantly for market conditions and specific Item 13 - Review of Accounts fund/manager issues, a formal review is conducted quarterly by at least two members of the Investment Committee. Any changes in the financial or other circumstances of a Client would also necessitate a review of the portfolio for a confirmation that the allocation remains appropriate and to determine any recommended changes. The funds/managers used in Client accounts, along with other managers that are under consideration, are reviewed formally by the Investment Committee on at least a quarterly basis as well. 24  As discussed in Item 10 above, within Tailwind Real Estate Equities, LLC (“TREE”), there is a Item 14 - Client Referrals and Other Compensation potential for the President of that entity to earn a real estate commission in transactions where no outside real estate broker is involved. If such a situation occurs, an agreement is in place reflecting that such commissions will be shared with Tailwind Advisors. It is anticipated that this will be an untypical occurrence, as most transactions will involve a third-party broker. Additionally, within TREE, there is a potential for that entity to earn customary fees associated with real estate investments, including commitment fees, equity fees, asset management fees, and property management fees. If such a situation occurs, an agreement is in place reflecting that such fees will be shared with Tailwind Advisors. On certain direct real estate and private equity investments, Tailwind employees may receive a "promoted" or "carried" interest in an investment. Typically, it would take the form of a percentage of the profits after a return of capital and a preferred return to the investors/Clients. 25  Advisory clients should receive at least quarterly statements from the broker dealer, bank or other Item 15 – Custody qualified custodian that holds and maintains the client’s cash and securities. Tailwind urges clients to carefully review such statements and compare such official custodial records to the account statements that Tailwind may provide to clients. Tailwind statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies relating to certain securities. Tailwind is deemed to have “custody” of each Fund for purposes of Rule 206(4)-5 under the Advisers Act. Tailwind has engaged an independent public accounting firm to conduct an annual audit of each Fund and written audited financial statements (prepared in accordance with generally accepted accounting principles) are provided annually to investors. Tailwind attempts to provide (or cause one or more other persons to provide or furnish) such audited financial statements to investors within 180 days (or such other time period required by law) after the end of each Fund’s fiscal year, but there can be no assurance that we will meet such timeframe. Qualified custodians do not provide account statements directly to investors in the Funds. In addition, Tailwind, during the course of providing contracted family office services for certain clients, obtains direct possession of physical checks that are then deposited in client accounts by Tailwind employees. Direct possession of these checks meets the SEC criteria for “custody.” Tailwind has obtained and will continue to obtain on an annual basis a surprise exam by an independent public accountant. Certain clients have granted Tailwind the limited power in standing letters of authorization (SLOAs) to disburse funds from their accounts at qualified custodians to one or more persons specifically designated by such clients. With respect to certain client accounts, Tailwind has the authority pursuant to SLOAs to transfer funds from their custodial accounts to the Funds in connection with their investment therein. Therefore, Tailwind generally is deemed to have custody of client’s cash and securities as discussed above. To the extent that Tailwind does not qualify for the relief form the surprise examination requirement set forth in the applicable SEC no-action letter, Tailwind intends to cause each such client’s assets to be included within the scope of the annual surprise examination conducted by an independent public accounting firm. A related party of Tailwind may act as a trustee, co-trustee, executor, officer director or trust representative for any Tailwind client. In this capacity and management, Tailwind may be deemed to have custody as well. 26  Tailwind provides continuous and regular investment advisory services on a non-discretionary Item 16 - Investment Discretion basis to high-net-worth individuals and families, and their related entities. Tailwind will on occasion recommend that a client engage a third-party manager to manage a Client's account. When this occurs, the third-party manager will manage the separate account on a discretionary basis. The Funds do not generally invest in listed securities. Therefore, it is not expected that Tailwind will be called upon to vote a proxy for a subject security owned by the Fund. Nonetheless, Tailwind does have proxy voting authority on behalf of the Fund. If, in the event that Tailwind is called upon to vote proxies, it will do so in accordance with their proxy voting policies and procedures, pursuant to Rule 206(4)-2 of the Advisers Act. 27  Tailwind does not vote Client proxies and has instructed the Custodian to forward all proxy Item 17 - Voting Client Securities material directly to Clients. Tailwind shall forward to the Client, or to the Advisor(s) for an employee benefit plan covered by ERISA, unless the plan's trust agreement provides otherwise, any proxy materials it receives that pertain to the assets in Clients' accounts. As noted above, Tailwind will on occasion recommend that a client engage a third-party manager to manage a Client's account. The third-party manager will, unless otherwise instructed by the Client, vote securities in the separately managed account. 28  Item 18.A. Item 18 - Financial Information Not Applicable. The Adviser does not require or solicit prepayment of more than $1,200 of management fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. Item 18.B. Tailwind does not have any financial condition that is likely to impair its ability to fulfill their contractual commitments to their Clients. Item 18.C. Not applicable. Tailwind has not been the subject of a bankruptcy petition at any time during the past ten years. 29