Spearhead Administrative Services LLC

Item 5 Fees and Compensation
Private Fund Management
As noted above, the Funds are solely offered to segregated asset accounts of insurance companies
established for the owners of private placement variable life insurance contracts or private placement
variable annuity contracts. For a full description of the applicable fees, including performance-based
fees, and expenses charged to the respective private fund, investors should review the associated
offering documents.

We receive an Investment Management fee from each Series of the IDFs. The fee is charged for the
investment management of the Fund. In certain limited circumstances, we charge a retainer for setting
up the offering documents around a Fund. The Investment Management Fee is accrued monthly or
quarterly and payable monthly or quarterly in advance or in arrears based on the statements received
by the fund administrator. The Total Investment Management Fee will vary from Series to Series
and/or from Class of Interest to Class of Interest but, in general, is between 0.10% to 2.15% per
annum on the Net Asset Value of the Fund. Any subadvisory fees are paid by the Fund out of its Total
Investment Management Fee. You will not pay a higher fee to our firm as a result of any subadvisory
relationships. All Funds have a Subadvisor that is independent of SAS. SAS retains a relatively small
portion of the Total Investment Management Fee (typically, this is no more than 15 basis points
and will be charged on net assets or gross assets). A portion of the Total Management Fee is paid to
SAS's affiliate, Spearhead IDF Partners, which acts as the Manager of the Funds. For full details,
qualified purchasers should review the applicable Fund's Private Placement Memorandum in its
entirety.

The Funds will pay their respective organizational expenses in connection with the initial offering. The
Funds will pay their ordinary and extraordinary expenses, which may include, without limitation, legal,
bookkeeping, accounting, auditing, recordkeeping, administration, computer and clerical expenses
(including expenses incurred in preparing reports and tax information to the Fund Investors and
expenses for specialized administrative services); printing and duplication expenses; investment
related travel expenses, investment research expenses, market data, newswire and data processing

expenses; software and connectivity charges; brokerage commissions, bank charges, custody fees
and borrowing costs; exchange, board of trade or other trading or execution facility membership or
participation expenses; the expenses of the offering of Interests and filing fees; directors' and officers'
liability insurance; filing fees and other expenses relating to the preparation and filing of regulatory
reports; investment and operating expenses; and such other expenses necessary to perform the
operation of the Funds as determined by the Manager in its sole discretion. The Funds will also pay
any extraordinary expenses incurred (including, without limitation, taxes, indemnification costs,
litigation costs, trade errors or damages).

All expenses noted above incurred by the Manager, the Investment Manager and/or the Funds'
subadvisors (where applicable) in connection with the exercise of their duties to the Funds, are paid or
reimbursed by the Funds. All fees assessed to the Funds are fully disclosed to investors in each
Fund's Private Placement Memorandum and Investor Subscription documents.

The Funds are responsible for the payment of all third-party fees (i.e., custodian fees, brokerage fees,
mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and
expenses charged by SAS. Please see Item 12 of this brochure for additional information related to the
broker/custodian. Withdrawal provisions for each Fund or Series are set out more specifically in the
relevant Offering Documents.

In certain limited circumstances, SAS is entitled to receive an incentive, or performance-based, fee
from some Funds. Details of any incentive fee are described in the applicable Private Placement
Memorandum and Investor Subscription documents. In most cases, SAS passes the
entire incentive fee on to its Subadvisors. Please see Item 6 for information regarding Performance
Fees and Side by Side Management.

Separately Managed Accounts
In consideration for the provision of investment management services to an Account, generally there
will be debited from each Account and paid to SAS a management fee (the "Management Fee")
computed at the rate specified and in the manner described in the IPS relevant to such Account.

As part of our investment management services, we will appoint one or more subadvisors to manage a
portion or all of your Account(s) on a discretionary basis. We will pay a portion of our advisory fee to
the subadvisors we use; however, you will not pay our firm a higher advisory fee as a result of any
subadvisory relationships.

The Total Management Fees of the Account(s) typically range from 0.15% to 2.15% per annum and
are calculated and charged quarterly in arrears based on valuations of public securities and private
fund statements at quarter-end. In the event we do not receive a statement in time for the quarterly
billing calculation, we will use the previous quarter's statement value. We will adjust the valuation upon
receipt of the statement and apply the difference in the next billing cycle. SAS passes on most of its
management fee as compensation payable to its appointed subadvisors. All Accounts have a
subadvisor that is independent of SAS. SAS retains a relatively small portion of the management fee
borne by each Account (typically, this is no more than 10 basis points, but in limited circumstances 20
bps, and will be charged on net assets or gross assets).

SAS is entitled to receive an incentive, or performance-based, fee from some Accounts. Details of any
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Item 7 Types of Clients
We offer investment advisory services to pooled investment vehicles (other than investment
companies) and insurance companies.

In general, we require a minimum of $1 million to open and maintain an advisory account. At our
discretion, we may waive this minimum account size. For example, we may waive the minimum if you
appear to have significant potential for increasing your assets under our management.