Placeholder Management LLC

Item 5. Fees and Compensation

Advisory Fees and Compensation.

Asset-Based Compensation

The Adviser is paid an asset-based investment management fee ranging from 0.5% to 2.5% per annum of
capital.

Investment management fees are charged each quarter in arrears based on (i) the total market value of the
assets in the client account (including net unrealized appreciation or depreciation of investments and cash,
cash equivalents and accrued interest) or (ii) total capital commitments on the last day of the quarter. If a
new client account is established during a quarter or a client makes an addition to its account during a
quarter, the investment management fee will be prorated. If a client’s investment management agreement
is terminated or a withdrawal is made from a client account during a quarter, the fee payable to the Adviser
will be calculated based on the value of the assets on the termination date or withdrawal date and prorated
for the number of days during the quarter in which the investment management arrangement was in effect
or such amount was in the account.

Performance-Based Compensation

The Adviser will also be paid performance-based compensation, which is compensation that is based on a
share of gains on, or income earned by, each client, if any. This compensation may be paid to the Adviser
or to a related person of the Adviser and is paid at a rate of 20% of such gains or income, if any.

Payment of Fees. The Adviser deducts the investment management fee from client accounts on a
quarterly basis by instructing the client’s custodian. The Adviser deducts client accounts for investment
management fees quarterly.

Other Fees and Expenses. In addition to paying investment management fees, client accounts will also
be subject to other investment expenses in accordance with the client’s investment management
agreement or fund governing documents such as custodial charges, interest expenses; taxes, duties and
other governmental charges; registration fees or similar expenses; other portfolio expenses; and costs,
expenses and fees (including, investment advisory and other fees charged by investment advisers with, or
funds in, which the client’s account invests) associated with products or services that may be necessary or
incidental to such investments or accounts. In addition, client accounts will incur certain transaction costs.

The allocation of expenses by the Adviser between it and any client and among clients represents a conflict
of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented a policy
regarding the allocation of expenses. The Adviser allocates expenses to each client in accordance with
the client's arrangements with the Adviser (including applicable client disclosures). The Adviser seeks to
allocate shared expenses for products and services benefitting the Adviser and the client and not covered
in the client's arrangements in a fair and reasonable manner. The Adviser may deviate from this standard
allocation method if it determines that an expense disproportionately benefits a particular client or group of
clients.

Item 7. Types of Clients

The Adviser’s clients consist of private funds that are pooled investment vehicles, as described above in
response to Item 4. Any initial and additional subscription minimums with respect to the Adviser’s private
funds are disclosed in the respective Governing Documents for such fund.