Phoenix International Investments LLC

Item 5 Fees and Compensation
5.A.   Adviser Compensation

Phoenix's fees and compensation are described generally below. When Phoenix informs investors of
an investment opportunity, Phoenix includes a description of Phoenix's compensation arrangement
related to that particular opportunity. The shareholder agreements between the Phoenix SPVs and
Phoenix investors also describe Phoenix fees and compensation. Phoenix investors should refer to
their shareholder agreement for information regarding the specific compensation received by Phoenix
for that particular investment. Fees for services may be negotiated with each client on an individual
basis.

Fees may vary between clients and may change over time and as discussed below, different fee
schedules may apply to different types of clients, strategies, and advisory arrangements. Fees may be
negotiated on a basis different from Phoenix's stated fee schedules, if circumstances warrant, and
Phoenix reserves the right to waive or reduce the fees charged to a particular client in its sole and
absolute discretion (ex. Phoenix is not entitled to receive management fees from Paladin's Cyber Fund
I but is entitled to receive such fees from Paladin's Cyber Fund II).

Pooled Investment Compensation.

Phoenix creates and manages investment structures in order to facilitate the investment by its clients
in pooled investment vehicles. The fund issuers in which Phoenix clients invest directly or indirectly
through single- purpose pooled investment vehicles pay a placement or referral fee to Eric S. Bazil, a
principal of Phoenix, through Hudson Capital Advisors (BD), LLC (Hudson Capital), a broker-dealer
registered with the SEC under the Securities Exchange Act of 1934, as amended (Securities Act). Mr.
Bazil is a registered representative and associated person of Hudson Capital. These referral fees
payable to Hudson Capital generally represent a percentage of the placement fee, the management
fee, and the contingent performance fee payable to the managers of the investment funds by Phoenix
clients that invest in the funds. Under a fee-sharing agreement between Mr. Bazil and Hudson Capital,
Mr. Bazil is paid a percentage of the total fees received by Hudson Capital with respect to investments
by Phoenix clients. Mr. Bazil reimburses Phoenix for all costs incurred by Phoenix with respect to client
investments in securities as to which Mr. Bazil receives a portion of the referral fees paid to Hudson
Capital for such securities. Phoenix also receives compensation in the form of upfront equity raise fees
and co-development fees based on investors' capital. Phoenix does not receive compensation related
to pooled vehicle investments beyond what it receives through Hudson Capital.

The establishment and offering of these investment vehicles presents a conflict of interest because
these arrangements give Phoenix an incentive to recommend investment in these pooled
arrangements based in part on the compensation to be received by Phoenix, rather than solely on a
client's interests. Phoenix mitigates this conflict by identifying and selecting investment opportunities
based on the best interest of the client as opposed to the level of compensation to be
received. Phoenix fully discloses the compensatory arrangements of these funds, and, in particular, all
compensation and payments (including reimbursements) payable to Phoenix or any Phoenix principal
or supervised person.

Non-Securities Advisory Services (Other Services) Fees. Phoenix provides non-securities advisory
services for additional compensation. The terms and conditions upon which other services are
provided and the terms and conditions of the associated fees are individually negotiated with each
Client and are set forth in the governing agreements. For example, Phoenix provides property
management, development, leasing, and multifamily residential sales services to real estate assets,
loan servicing and workout services to debt investments and operating and administration services to
infrastructure portfolio companies. Fees are generally assessed and paid quarterly in arrears. The
standard fee schedule (subject to negotiation) for other non-securities advisory services is as follows:

          Tier                                           Rate
          The first $20,000,000 in the account           1.00%/year (100 basis points)
          $20,000,001 to $50,000,000                     0.75%/year (75 basis points)
          $50,000,001 to $100,000,000                    0.50%/year (50 basis points)
          over $100,000,000                              0.40%/year (40 basis points).

Phoenix retains the discretion to negotiate or waive fees or vary from the fee schedule on a client-by-
client basis. Client facts, circumstances, and needs, and whether an account is discretionary or non-
discretionary are considered in determining a negotiated fee schedule. The specific annual fee
schedule is identified in the agreement between Phoenix and each client.

Other Fee and Compensation Arrangements

Phoenix may charge a fixed fee for discrete services provided to any client in accordance with the
agreement between Phoenix and that client on a fee for services basis.

Mr. Bazil serves on the board of GigNet, participates in quarterly board meetings and is compensated
by GigNet for his role as a board member. GigNet is an investment held by one of Phoenix's SPVs
(Phoenix Cobalt Holdings). Compensation in the form of shares are paid directly to Phoenix on an
annual basis. In addition, Phoenix received an up-front equity raise fee and will receive a performance
fee upon liquidation.

5.B.   Billing of Advisory Fees

Phoenix clients are billed for non-securities advisory services by invoice for fees incurred. These fees
are billed quarterly in arrears but this can be negotiated and may vary on a client-by-client basis. As
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Item 7 Types of Clients
Phoenix provides investment advice on a discretionary basis to pooled investment vehicles, which are
invested in by high-net-worth individuals and companies and institutions owned or controlled by high-
net-worth individuals and their families, related trusts, and other entities. Phoenix's investors primarily
are ultra-high net worth offshore investors who maintain multiple private banking relationships in
Europe and the USA. These investors are sophisticated investors who have considerable experience
in the areas of private equity and real estate in the United States and Europe. Eric S. Bazil, the founder
of Phoenix has worked with this investor profile for over 28 years during which time he has gained a
strong understanding of the various needs and financial objectives of the offshore investor.

All investors in the pooled investment vehicles managed by Phoenix will be "qualified clients" as
defined under Rule 205-3 of the Investment Advisers Act of 1940.

In addition to the qualification of each Phoenix investor as a "qualified client" as set forth above,
Phoenix has found that Phoenix services and investment advisory strategies are not practical for
investors with less than $1,000,000 of liquidity to invest; and an investor with less than $1,000,000 in
liquid investment assets will find little value in retaining the services of Phoenix.