Desert Rose Capital Management Inc

Fees and Compensation - Item 5

Investment Advisory Fees
Desert Rose Capital Management, Inc. is legally and morally obligated to invest according to the best interests of its
clients. We are compensated based on a percentage of the total value of assets we manage for our clients. We retain
the right to negotiate the fee schedule. If you would like to negotiate a lower fee at any time, you simply need to
propose in writing what and how you would like to pay. We will evaluate your proposal and either accept, modify,
or decline your proposal. If we modify our fee schedule, we will give you at least thirty (30) days written notice to
you. We will not raise fees without written consent from you. For customized portfolios, the fee may vary depending
on the services provided.

Your investment management fees are deducted from your advisory account. Unless otherwise agreed upon in
advance, fees are charged quarterly, in advance, at the beginning of each quarter based upon the account value at
the end of the last day of the previous quarter at the annual rates listed below. The initial fee, which may be for a
period of time less than three (3) months, will be based upon the asset value on or about the date that management
of the account commences, (the "Commencement Date"). Fees are pro-rated for the period beginning on the
Commencement Date through the first three-month billing date and shall be billed within sixty (60) days after the
Commencement Date. Please be sure to read Item 15 as well.

You are required to pay your fees as agreed upon by the executed Investment Advisory Agreement. Generally,
agreements require that management fees be paid in advance. You may terminate the agreement by providing us
with written notice, and any unearned fees are refunded on a pro-rata basis. We shall be paid through the date of
termination. The refund of fees would be determined from the date of termination through the end of the period
paid in advance.

Clients in separately managed accounts will be subject to the fee schedule set forth below. The Firm generally
requires a minimum account size of $50,000; however, the minimum may be waived at the Firm’s discretion.

Unless otherwise agreed in writing, the annual advisory fee is based on a percentage of assets under management
(“AUM”) and is calculated using a tiered (blended) fee schedule as follows:
    • When acting as the sub-advisor for another Registered Investment Advisor: 0.85% for accounts under
        $5,000,000, 0.75% for accounts valued between $5,000,001 to $10,000,000, and 0.65% for accounts
        exceeding $10,000,000.
    • When acting as primary investment advisor: 1.85% for accounts under $250,000, 1.75% for accounts valued
        between $250,000 to $500,000, 1.65% for accounts valued between $500,000 to $1,000,000, 1.35% for
        accounts valued between $1,000,000 to $3,000,000, 1.25% for accounts valued between $3,000,000 to
        $5,000,000 and 1.00% for accounts exceeding $5,000,000.
    • For reserve accounts, including dual-purpose accounts, the firm charges a flat annual fee of 0.75%.

The Firm may enter into referral arrangements with third parties (referred to as “promoters” or “solicitors”) to
introduce new clients to the Firm. In such cases, the Firm compensates the promoter with a portion of the advisory
fee received from the client, typically ranging from 10% to 20% of the advisory fee.

This compensation is paid by the Firm and does not result in any additional charge to the client. However, this
arrangement creates a conflict of interest, as the promoter has a financial incentive to recommend the Firm’s
services over those of other advisers. Additional information regarding these arrangements is provided in Item 14 of
this Brochure.

Desert Rose Capital Management, Inc.
Form ADV Part 2A

Certain existing clients may be subject to different fee schedules, including prior or legacy fee arrangements
established at the time of engagement. These legacy fee schedules may differ in structure and rates from the
current fee schedule described above.

As a result, similarly, situated clients may pay different fees for substantially similar services. The Firm generally
does not modify existing client fee arrangements unless agreed upon with the client.

DRCM receives a management fee from the Cash Value Fund, LP as of the last day of each month in arrears equal
to 0.75% on an annual basis of each Limited Partner’s total capital account balance in the Fund as of the last day of
such month, prior to accrual of any performance allocation and prior to any withdrawals as of such last day. The
Management Fee is prorated for Interests held for less than a full month.

Investment advisory clients may be charged a different amount than when they are investors in the Cash Value Fund,
LP. This is a conflict of interest because there is an incentive to recommend the higher fee strategy. We attempt to
mitigate this risk by fully disclosing the fee differences, the conflict that it presents and adhering to our fiduciary duty
to keep our client’s interests first. Moreover, clients are not obligated to invest in the Cash Value Fund, LP or any other
recommended private fund.

Other Fees and Expenses
Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall
be incurred by you. In addition to our fees, you may incur certain charges imposed by custodians, brokers, third party
investment managers and other third parties such as custodial fees, transfer taxes, wire transfer and electronic fund
fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded
funds also charge internal management fees, which are disclosed in each fund’s prospectus. Investors in the Cash
Value Fund, LP will have custodian fees reimbursed for their holdings in the fund to avoid duplicative custodian charges.
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Types of Clients
We provide investment advice to individuals, including high-net-worth individuals, profit-sharing plans, trusts,
estates, a pooled investment vehicle exempt from registration pursuant to section (3)(c)(1) of the Investment
Company Act of 1940 (i.e., Cash Value Fund, LP) and corporations or other businesses not already listed. We act as
the sub-advisor to unaffiliated advisors.

Account Minimums
The minimum amount required to open an account is $50,000 for separately managed accounts, which may be
waived if agreed upon in advance, at our discretion. Details concerning applicable Cash Value Fund, LP (“Fund”)
investor suitability criteria, investment minimums, which are generally $25,000, and other pertinent details are
outlined in the applicable Fund’s governance documents. The minimum commitment for an investor is outlined in
the applicable Fund’s Governing Documents, including the discretion of Cash Value Fund to accept less than the
minimum investment threshold. Each investor in the Fund who is a U.S. Person (as defined in Regulation S under the
Securities Act of 1933, as amended (the “Securities Act”) is required to meet certain suitability qualifications, such
as being an “accredited investor” as defined under Rule 501(a) of Regulation D of the Securities Act of 1933 and
“qualified client” as defined in the Investment Advisers Act of 1940 (“Advisers Act”).

Desert Rose Capital Management, Inc.
Form ADV Part 2A

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

 We primarily use a fundamental analysis of capital markets and asset allocation as the basis for our investment
 advice and the management of assets. We then use our experience and knowledge of exchange traded options
 to help mitigate the risks of owning stocks and bonds, and to potentially increase their performance.
 We typically do this by buying long term call options on an equivalent number of the same underlying shares. We
 then use the remaining amount of what would have been used to buy the shares directly to invest in what we
 believe to be more conservative assets. These assets are used with the intent to mitigate risk and offset the costs
 of the options that were purchased on the underlying shares. Other option strategies are also employed using a
 small percentage of the portfolio with the intent to offset the costs of purchasing the call options. Proprietary
 algorithms and software are used to optimize what we feel are the most appropriate options for current stock
 market and option market conditions, transitioning and adjusting the portfolio as we feel appropriate and
 necessary.

 Investing involves risk. There are unique risks associated with exchange traded options that should be understood
 before investing. Liquidity risks, more frequent transaction costs, fluctuations in price due to volatility, interest
 rates, currency exchange rates, etc. can all be factors that increase the risk that you will lose investment capital.
 We take these risks very seriously and take great care to try to reduce these risks, but you must be willing and
 able to bear the risk of a possible loss of capital.

 Options Risks. There are numerous risks associated with transactions in options on securities or securities
 indexes. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and
 even a well-conceived transaction may be unsuccessful to some degree because of market behavior or
 unexpected events. In the case of index options, the client incurs basis risk between the performance of the
 underlying portfolio and the performance of the underlying index. For example, the underlying portfolio may
 decline in value while the underlying index may increase in value, resulting in a loss on the call option while the
 underlying portfolio declines as well.

 Liquidity Risk: Liquidity is the ability to readily convert an investment into cash to prevent a loss, realize an
 anticipated profit, or otherwise transfer funds out of the particular investment. Generally, investments are more
 liquid if the investment has an established market of purchasers and sellers, such as a stock or bond listed on a
 national securities exchange. Conversely, investments that do not have an established market of purchasers and
 sellers may be considered illiquid. Your investment in illiquid investments may be for an indefinite time, because
 of the lack of purchasers willing to convert your investment to cash or other assets.

 Real Estate Investment Trust: A real estate investment trust ("REIT") is a corporate entity which invests in real
 estate and/or engages in real estate financing. A REIT reduces or eliminates corporate income taxes. REITs can
 be publicly or privately held. Public REITs may be listed on public stock exchanges. REITs are required to declare
 90% of their taxable income as dividends, but they actually pay dividends out of funds from operations, so cash
 flow has to be strong or the REIT must either dip into reserves, borrow to pay dividends, or distribute them in
 stock (which causes dilution). After 2012, the IRS stopped permitting stock dividends. Most REITs must refinance
 or erase large balloon debts periodically. The credit markets are no longer frozen, but banks are demanding, and
 getting, harsher terms to re-extend REIT debt. Some REITs may be forced to make secondary stock offerings to
 repay debt, which will lead to additional dilution of the stockholders. Fluctuations in the real estate market can
 affect the REIT's value and dividends.

 Private Placement Risk: For the private placement securities portion of a client’s portfolio, we employ a number
 of different means and accesses multiple outside resources to provide for an appropriate level of due diligence
 in identifying various private placement and direct participation investment offerings that may be recommended

Desert Rose Capital Management, Inc.
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