Sphinx Investments LLC

Item 5: Fees and Compensation

Fee Schedule

Fund Compensation

SIL will charge the Fund a management fee, based on the Fund’s average daily net assets at an annual rate, payable monthly in arrears.
The management fee for the Fund is 1.50% per annum of the Fund’s average daily net assets. SIL has agreed to waive its advisory fees
and/or assume expenses otherwise payable by the Fund to the extent necessary to ensure that the total annual Fund operating expenses
do not exceed a certain percentage of the average daily net assets. The reduced fee structure may not be terminated prior to such time as
set forth in the Fund’s Preliminary Prospectus unless the board of trustees of the Fund consents to a revision or termination of the Fund’s
reduced fee structure. The Fund may charge fees over and above this management fee amount to their investors. For a breakdown of
the total fees charged by the Fund, please refer to the Preliminary Prospectus for the Fund.

Portfolio Management Fees

While the specific terms of our contracts vary from client to client, generally, our customized separate account clients are charged an
advisory fee based upon the daily balances in the client’s account throughout the billing period, after taking into account deposits and
withdrawals, for purposes of determining the market value of the assets in such account upon which the advisory fee is based. Typically,
these fees will fall within a percentile range of 1.50% to 1.75%. All client fees may be subject to negotiation.

The final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without
penalty for a full refund of SIL’s fees within five business days of signing the Investment Advisory Contract. Thereafter, clients
may terminate the Investment Advisory Contract immediately upon written notice.

Financial Planning Fees

Fixed Fees

The fixed rate for creating client financial plans is between $2,500 and $6,000.

Clients may terminate the agreement without penalty, for full refund of SIL’s fees, within five business days of signing the
Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice.

Payment of Fees

Payment of Management Fees

Management fees attributable to the Fund are paid monthly by the Fund directly to SIL in arrears.

Payment of Portfolio Management Fees

Asset-based portfolio advisory fees are withdrawn directly from the client’s accounts with client’s written authorization on a
monthly basis or may be invoiced and billed directly to the client on a monthly basis. Clients may select the method in which they
are billed. Fees are paid in arrears.

Payment of Financial Planning Fees

Financial planning fees are paid via check, cash or wire.

Fixed financial planning fees are paid 100% in advance, but never more than six months in advance.

Client Responsibility For Third Party Fees

Clients 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 SIL. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

Prepayment of Fees

SIL collects certain fees in advance and certain fees in arrears, as indicated above. Refunds for fees paid in advance but not yet
earned will be made on a prorated basis and returned within fourteen days to the client via check or return deposit back into the
client’s account.

Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of
termination.

Item 7: Types of Clients

SIL generally provides advisory services to the following types of clients:

        Investment Companies
        Individuals
        High-Net-Worth Individuals
        Charitable Organizations
        Corporations or Business Entities

There is no account minimum for any of SIL’s services. The minimum initial capital contribution into the Fund is $500, while
additional contributions require a minimum investment of $100.