Phase 3 Capital Management LLC

Item 5 – Fees and Compensation

      Phase 3 receives a series of different types of fees from Clients. A Client’s fees are
      dependent upon the individually negotiated investment management agreements for
      each. Fees vary between or among Clients and between or among share classes within
      a single Fund Client. Some of the types of fees that are earned by Phase 3 include, without
      limitation, compensation in the form of reimbursement for its operating expenses,
      management fees based upon a percentage of assets under management, and fees

      based upon capital gains of client accounts (also referred to as performance fees). Phase
      3, in its sole discretion, reserves the right to waive, modify or calculate differently its fee
      arrangements for certain Fund investors, including for investors that are members,
      principals, employees or affiliates of Phase 3 or for certain large or strategic investors.

      While fee collection mechanisms can vary, in general, the typical fee collection
      mechanisms for Clients involve management fees charged quarterly in advance and
      performance fees paid annually in arrears. Expense pass-through arrangements will
      typically be managed via a Phase 3 payment and reimbursement system with the
      respective Client(s).

      Investment management agreements between Phase 3 and Clients can also include
      provisions pursuant to which the Clients are responsible for their own operating expenses.
      For example, Fund Clients may be responsible for their own audit, fund administration,
      tax, legal and regulatory expenses. These arrangements are typically presented in greater
      detail in the Offering Documents or similar governing documents for each Fund or in the
      investment management agreements for managed account clients.

      Investors in a Fund are generally limited in their ability to terminate their participation in
      the Fund. In addition to other redemption and transfer restrictions that are described in a
      Fund's offering documents, investors generally may only make partial withdrawals of their
      capital account balances subject to the limitations described in the respective Fund’s
      offering materials.

      At this time neither Phase 3 nor any of its supervised persons accept compensation for
      the sale of securities or other investment products.

Item 7 – Types of Clients

      Phase 3 may provide advisory services to institutional investors via a managed account
      arrangement or to private fund Clients. Phase 3 tailors its investment objectives to the
      needs of specific Clients. Such investment objectives, fee arrangements and terms will
      be individually negotiated. Any such separately managed account relationships are
      generally also subject to significant account minimums. Phase 3 may also provide
      investment advisory services to additional private fund clients, or other types of
      institutional clients in the future. Phase 3 does not tailor its investment advice to the
      individual investors of private fund Clients.