The Phoenix Fund Advisor LLC

Item 5 Fees and Compensation
Management Fee
Our investment management fees are described generally below and detailed in the Fund's Governing
Documents. As previously mentioned in Item 4, the Fund's Governing Documents shall set forth with
specificity the full terms regarding fees and expenses. No disclosure or other statement contained
below shall serve as a substitute or shall supersede any of the terms and conditions as outlined in the
Fund’s Governing Documents.

The management fee payable by the Fund, will be paid quarterly in arrears on the first day of January,
April, July and October of each year, at a rate of 2.00% per annum of the weighted average amount of
capital contributed or committed to the Fund (whether or not paid), calculated for the preceding three
months. The Management Fee will begin to accrue as of the date of the initial sale of Membership
Interests and will be prorated for any partial period.

After the termination of the Advisory Agreement, we shall be entitled to receive from the Fund, within
30 days after the termination date, (i) all unpaid reimbursements of expenses, (ii) all accrued but
unpaid management fees (pro-rated for the period ending on the termination date) and incentive fees;
and (iii) a termination payment equal to the incentive fee our firm would be entitled to receive if the
Fund’s assets were sold for cash at their fair market value as of the termination date, and the resulting
cash distributed to members on such date. This termination payment shall be considered to be part of
our incentive fee.

Additional Fees and Expenses
The Fund will bear all expenses, including research and due diligence costs, incurred in connection
with (i) lending to, or investing in, portfolio companies or borrowers (collectively, the “Fund
Investments”), (ii) bank, custodian, audit, regulator, legal and accounting fees of the Fund, (iii) director
fees and reimbursements, including any director liability insurance premiums, (iv) indemnification
obligations of the Fund, (v) the fees payable to our firm, as the Manager and Investment Adviser, and
the fees and expenses payable to members of the Advisory Board, and (vi) any fees payable to any
other investment adviser selected by our firm. We will bear the ordinary expenses of managing the
Fund, such as rent, other overhead expenses, and salaries of its staff. In addition, the Fund will bear all
expenses in connection with the organization of the Fund.

Compensation for the Sale of Securities or Other Investment Products
Francisco J. Rivera, Chairman & Chief Executive Officer of The Phoenix Fund Advisor LLC is a
Registered Representative with Pariter Securities, LLC, a securities broker-dealer, and a member of
the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. In
this capacity, he can receive commission-based compensation in connection with the purchase and
sale of securities.

Francisco J. Rivera is an Investment Adviser Representative of Pariter Wealth Management Group
LLC, a registered investment adviser. When appropriate, Mr. Rivera may recommend that you use the
investment advisory services of Pariter Wealth Management Group LLC. If you utilize the advisory
services of Mr. Rivera through Pariter Wealth Management Group LLC, he may receive additional fees
or other compensation in his capacity as an investment adviser representative.

Similarly, Mr. Rivera is also licensed as an insurance agent with Pariter Risk Management and can
earn commission-based compensation for selling insurance products, including insurance products he
sells to you.

These arrangements present a conflict of interest because Mr. Rivera’s has a financial incentive to
recommend or sell securities or insurance products to you. However, you are under no obligation,
contractually or otherwise, to purchase investment products through any person affiliated with our
firm.

Item 7 Types of Clients
We provide investment management services to a pooled investment vehicle on a fully discretionary
basis. Our sole client is the Fund described in this brochure.

Generally, the Fund will accept investment only from persons who are both an "Accredited Investor" as
that term is defined under Regulation D and "Qualified Purchaser" as defined in Section 2(a)(51) of the
Investment Advisers Act as amended.

The minimum investment amount with respect to the Fund is outlined in the Fund's Governing
Documents. This brochure is designed solely to provide information about our firm and should not be
deemed to be an offer of interests in any private fund.