Fenix Asset Management LLC

Item 5 - Fees and Compensation

Percentage of Assets Under Management:
    The advisory fees for managed discretionary accounts will be an annualized percentage of assets under
    management (“AUM”) which include the combined value of securities, cash balances, accrued interest and
    dividends held within the advisory account.

    Advisory fees may be calculated using a single percentage rate or on a sliding scale of percentage rates. A single
    percentage rate would assess a one percentage fee on all assets in the portfolio. A sliding scale of percentage rates
    would assess a different percentage fee for the value of assets within each level. The following is an example of a
    sliding scale percentage rate fee structure:

                        Assets Under Management                                  Advisory Fee
                      Between                 And                      Between                   And
                     $ 25,000             $ 100,000                     3.00 %                  2.00 %
                     $ 100,001            $ 500,000                     1.99 %                  1.50 %
                     $ 500,001            $ 1,000,000+                  1.49 %                  0.25 %

    Any actual fee may be more or less than the ranges reflected in the sliding scale published by Fenix Asset
    Management. The specific single percentage rate of the sliding scale of percentage rates for each advisory account
    will be stated in Schedule I of the Advisory Client Agreement.

    Declines in the AUM value due to declines in the market value of securities in the account will not trigger a higher
    advisory fee assessed on the account. However, declines in the account value resulting from client withdrawals of
    cash balances and/or securities positions will trigger an increase in the annual advisory fee percentage.

    Advisory fees may be calculated and billed on a monthly, quarterly, semi-annually or annually (the billing period) as
    agreed upon between the Foreign Advisor and will be stated in Schedule I of the Advisory Client Agreement.

    Advisory fees will be calculated in one of the following ways:
        1. Fenix Asset Management has access to a record maintained by the clearing firm which totals the
             daily closing balance of all assets in each client account during the billing period and then divides
             that total by the number of calendar days in the billing period. The resulting average daily account
             balance figure will then be multiplied by the annual advisor fee percentage divided by the number
             of months in the billing period.

         2.   Fenix Asset Management may use the total value of the client account as of the close of business
              on the last settlement date of the billing period. This closing account value will be multiplied by the
              annual advisory fee percentage divided by the number of months in the billing period.

    Advisory fees are payable in arrears for advisory services provided – Fenix Asset Management does not collect
    advisory fees in advance.

    Fenix Asset Management may waive, at its discretion, the first month’s advisory fees to provide the client with
    sufficient time needed to fully establish, fund and transfer securities positions into an account. Likewise, Fenix Asset
    Management may waive, at its discretion, the fee on the value of large cash deposits and securities positions
    transferred into the advisory account made within five market days before the end of the billing period.

Minimum Annual Fee:
    A minimum annual fee may be established for accounts with a limited value to the assets under management in the
    client account. These minimum fees may be charged monthly, quarterly, semi-annually or annually as agreed upon
    between the Foreign Advisor and the client. The minimum annual fee will be divided by the number of months in
    the billing period. The Foreign Advisor may waive the minimum fee for any part of, or all of the billing period.

    The minimum annual fee may be higher on a percentage basis than fees charged based on assets under
    management or other fee agreements but will be capped at the equivalent of 2% of the client account’s total value
    on the last day of the billing period.

Hourly Fees
    If agreed upon by both the client and Fenix Asset Management, an hourly advisory fee may be charged in lieu of
    other advisory fees described above. Such an hourly fee shall be negotiated between the client and Fenix Asset
    Management.

Advisory Fees Paid to Foreign Advisors
    Advisory fees for accounts referred by Foreign Advisors will be primarily determined by the Foreign Advisor and will
    be largely based on a percentage of assets in the account. Fenix will retain 10% of such fee and the Foreign Advisor
    will receive 90% of such fee. Fees may vary based upon the size of an account, as well as the objectives and
    complexity of the account. The agreed upon fee structure for each client will be attached as "Schedule I" to the
    Advisory Agreement executed by the client.

Payment of Advisory Fees and Other Charges
    The payment of advisory fees is due on the first market day after the fee calculation date as described above.
    Clients will be required to authorize the clearing/custodian holding the client funds and securities to deduct the
    Fenix advisory fees directly from the client account in accordance with billing information prepared by Fenix. Fenix
    will not provide clients with an invoice for advisory fees in advance of the payment due date but will make available
    to clients a statement detailing the fee calculation at the time the advisory fee is deducted from the client account.
    The custodian will also provide the client with an account statement (typically monthly but not more than quarterly)
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Item 7 - Types of Clients and Account Requirements
    Fenix generally provides advisory services to the following types of clients who are non-U.S. citizens:
         • High Net Worth Individuals
         • Individuals
         • Corporate and Institutional Clients

    The minimum account size that shall be accepted by Fenix is twenty-five thousand U.S. dollars (USD $25,000) and
    the Client may add to or withdraw funds from its investment account in any increment at any time. Fenix may
    waive the minimum account size in its sole discretion.

Item 8 - Method of Analysis, Investment Strategies, and Risk of Loss

Accounts Managed by a Foreign Advisor
    Advisory Accounts referred by a Foreign Advisor are generally managed principally by the Foreign Advisor, with
    Fenix Asset Management providing certain additional services. Therefore, each advisory client should obtain a
    written summary from the Foreign Advisor outlining the risk analysis and investment strategy to be used by the
    Foreign Advisor in determining the securities to be purchased and sold within the advisory account.

Accounts Managed by a Fenix Advisor
    Advisory accounts managed by an Advisor employed by Fenix Asset Management will be managed using both
    fundamental and technical strategies developed by its Managing Director, Mr. Galvez. Mr. Galvez has developed
    strategies that are methodical, time tested, and data driven, that he feels are superior to comparable benchmarks
    on both an absolute and risk-adjusted basis. Fundamental analysis involves the analysis of financial statements, the
    general financial health of companies, and/or the analysis of management or competitive advantages. Technical
    analysis involves the analysis of past market data primarily price and volume.

    Fenix includes fundamental analysis, and momentum analysis to identify potential price inefficiencies in the market.
    As a general rule, Fenix employs strategic asset allocation strategies for portfolio management. Fenix may
    sometimes use passive-managed index and exchange traded funds when appropriate. Fenix minimizes market risk
    by maintaining a certain level of liquidity. Fenix also diversifies portfolios to control the risk associated with
    traditional markets.

    Fenix has a specific investment and trading strategy, and Fenix accepts clients whose investment objectives, risk
    profile and time horizons are a fit for that investment strategy. The client may change these objectives at any time.
    The client’s goals and objectives are recorded during meetings and via correspondence with the client. Each client
    portfolio is constructed solely for that client. We do not use model portfolios, and we do not utilize composites to
    illustrate results.

Accounts Managed by Sub-Advisors contracted by Fenix Asset Management
    Fenix Asset Management may contract other Registered Investment Advisors to act as a Sub-Advisor and manage
    certain client advisory accounts. Sub-Advisors contracted by Fenix Asset Management will manage client advisory
    accounts using strategies employed by the Sub-Advisor. All client advisory accounts to be managed by a Sub-
    Advisor will be provided with the Form ADV and a current ADV Part II Brochure of the Sub-Advisor at the time of or
    before any transactions are conducted by the Sub-Advisor in the client’s advisory account. This material will contain
    the investment strategies, conflict disclosures and other important information relating to the Sub-Advisor and
    should be read thoroughly by the advisory client.

Accuracy of Public Information Risk
    Fenix selects investments, in part, on the basis of information and data filed by issuers with various government
    regulators or made publicly available by the issuers or through sources other than the issuers. Although Fenix
    evaluates this information and data and ordinarily seeks independent corroboration as appropriate and reasonably
    available, Fenix is not in a position to confirm the completeness, genuineness or accuracy of such information and
    data, and in some cases, complete and accurate information is not available.

Short Selling
    Fenix’s investment strategy will involve seeking to profit from securities believed to be overvalued by entering into
    short sale positions, both directly and indirectly through the use options, ETFs, and other trading instruments. When
    Fenix effects a short sale in a client’s account, the client may be obligated to leave the proceeds thereof with the
    custodian and also deposit with the custodian an amount of cash or other securities that is sufficient under any
    applicable margin or similar regulations to collateralize its obligation to replace the borrowed securities that have
    been sold. Short selling involves selling securities which are not owned by the short seller and borrowing them for
    delivery to the purchaser, with an obligation to replace the borrowed securities.

    Short selling allows the client to profit from a decline in market price to the extent such a decline exceeds the
    transaction costs and the costs of borrowing the securities. In certain cases, a short sale creates the risk of a
    theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit,
    thus increasing the cost to the client of buying those securities to cover the short position. There can be no
    assurance that the client will be able to maintain the ability to borrow securities. In such cases, the client can be
    “bought in” (i.e., forced to repurchase securities in the open market to return to the lender).

    There also can be no assurance that the securities necessary to cover a short position will be available for purchase
    at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price
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