Parallaxes Capital Management LLC

Item 5 - Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with providing advisory
   services to its Clients. The Adviser may enter into different fee arrangements on a Client-by-
   Client basis.

   Management Fees. Unless otherwise stated in each Fund's governing documents, the Adviser
   is generally entitled to a management fee (the "Management Fee") in consideration for the
   management services rendered by the Manager. The calculation of this Management Fee will
   depend on each Fund's governing documents and will be determined by the General Partner of
   each Fund in its sole discretion.

   Carried Interest. Unless otherwise stated in each Fund's governing documents, the Adviser is
   generally entitled to a performance-based profit allocation at the end of each calendar year
   ("Carried Interest"). The terms and calculation of Carried Interest will be dictated entirely by
   the Firm's relevant offering materials, which will vary by the Fund or offering.

    Transaction Fees. Transaction fees may be paid to the Manager or any other GP affiliate by
    any party in connection with the acquisition, termination, cancellation, or abandonment of a
    potential investment that is ultimately not consummated, including any transaction, closing,
    advisory, investment banking, "break-up" or "topping" fees. Potential conflicts of interest may
    arise as a result of the economic benefits Parallaxes and its affiliates may receive from the
    payment of Transaction Fees. In addition, the Management Team, Parallaxes or any of their
    respective employees or affiliates may receive fees or other compensation from any TRA
    counterparty or any other person or entity in respect of consulting services, including services
    relating to TRAs.

    Expenses. Typically, the Funds will pay or reimburse the General Partner for all expenses
    incurred in connection with Fund offerings. On an ongoing basis the Funds typically pay or
    reimburse the Investment Manager for paying legal and accounting and administration
    expenses; interest on borrowings; custodial fees; bank service fees; withholding and transfer
    fees; investment related expenses including brokerage commissions, research and market data
    expenses; corporate licensing fees; fund administration expenses; expenses for investment
    consultants; expenses of preparing, copying and distributing offering materials and reports
    pertaining to the Funds; costs of other service providers to the Funds deemed appropriate by the
    Investment Manager; taxes; insurance and litigation and indemnification expenses; deal
    initiation expenses; travel and entertainment expenses (including business class travel for
    investment professionals, lodging, meals and related expenses; regulatory filing fees; LPA
    Advisory Committee expenses; placement fees; all expenses incurred in connection with the
    dissolution and winding up of the Fund.

    Miscellaneous

    A. The Adviser may agree with certain investors to a variation of the terms set forth in a Fund's
       Offering Documents, including different Management Fees, Carried Interest, or
       withdrawal/redemption rights.

    B. Management Fees and Carried Interest from the Funds are generally deducted directly from
       the capital accounts of the Funds. Fees are calculated and paid quarterly and Carried

    Interest is calculated and paid at the end of each calendar year or upon a withdrawal if
    appropriate.

C. Clients will incur brokerage and other transaction costs. Item 12 of this brochure discusses
   how the Adviser selects brokers and determines the reasonableness of their
   compensation. The direct expenses borne by each Client are described in more full detail
   in each Client's Offering Documents and Governing Documents.

D. Fund Management Fees are typically payable quarterly in advance. Once paid,
   the Management Fee is non-refundable, except in limited circumstances.

E. Other than as described above, neither the Adviser nor any of its supervised persons
   receives any compensation from the sale of securities or other investment products.

Item 7 - Types of Clients

As mentioned in Item 4, the Adviser provides both discretionary and non-discretionary
investment advisory services to private pooled investment vehicles.

The minimum investment in a Fund is typically $10,000,000 but can be waived within the sole
discretion of their respective General Partners.