Kadita Partners PTE Ltd

Item 5 - Fees and Compensation

Clients' responsibility for fees, performance-based compensation, and expenses is detailed
in their written management agreements with Kadita. For private investment funds, these
details are outlined in the Fund Documents. We deduct our management fees from the
Funds quarterly. The Funds are also subject to carried interest at a rate of 17.5% of profits
from cash available for distribution upon realization of investments. Unless provided
otherwise in the applicable Fund Documents, clients that are private investment funds bear
all costs and expenses associated with their operations, including, without limitation: (i)
any organizational expenses, (ii) any asset based charges, (iii) any taxes that may be levied
or assessed directly against the Fund and all expenses incurred in connection with any tax
audit, investigation, settlement or review of the Fund, (iv) all third party fees, costs and
expenses incurred in connection with sourcing, negotiation, due diligence, purchase,
transfer or sale of any actual or prospective investment opportunity, or relating to
restructuring, enforcement, or recovery expenses in connection with an investment
opportunity, including the costs and expenses of any advisors in connection therewith and
the fees, costs and expenses of any sourcing agents or their associated joint venture or
acquisition company, whether or not such investment opportunity is consummated (i.e.,
including “broken-deal” fees and expenses), (v) all expenses related to an actual or
prospective portfolio company that such portfolio company agrees to reimburse the Fund
for in the future (whether or not such amounts are actually reimbursed), (vi) all costs, fees
and expenses of any litigation (but excluding any claim, action, controversy, dispute,
judgment or demand to the extent arising from: (a) an internal dispute between or among
the General Partner, the Adviser, and/or any of their respective employees, former
employees, members or former members; or (b) action taken by or against a majority-in-
interest of the unaffiliated Fund investors (as prescribed by the Fund Documents),
indemnification or extraordinary expense (as defined in the Fund Documents) or liability
relating to the affairs of the Fund; (vii) all extraordinary professional fees, costs and
expenses incurred in connection with the business or management of the Fund; (viii) all
fees, costs and expenses incurred in connection with any restructuring or amendments to
the constituent documents of the Fund; (ix) all fees, costs and expenses incurred in
connection with the formation of special purpose vehicles, including any alternative
investment vehicles, (x) all fees, costs and expenses related to a default by a defaulting
partner (but only to the extent not paid by the defaulting partner) and (xi) all fees, costs and
expenses of any other Fund managed by the Adviser or its affiliates of a nature otherwise
described in this paragraph.

Fees, performance-based compensation, and expenses for clients are negotiated
individually and may differ from those charged to the Funds. Management fees,
performance-based compensation and/or expenses may be reduced or waived in certain
circumstances, including, without limitation, with respect to investments in Funds by our
personnel and/or other related persons. Our clients may pay our management fees in
advance. Management fees and performance-based fees or allocations generally are not

refundable, including upon the termination of the advisory contract.

In addition to the fee arrangements described above, Kadita may receive compensation
under participation agreements, including Master Risk Participation Agreements
(“MRPAs”). Under these arrangements, a Kadita‑managed fund may act as the originating
lender or seller of a participation interest, and the Firm may earn various forms of
remuneration. These may include origination fees paid at the commencement of a
participation transaction, ongoing servicing or administration fees based on the outstanding
participation amount, and termination or disposition‑related fees that may be incurred when
the participation or underlying transaction is repaid or terminated. The specific fee structure
may be negotiated on a transaction‑by‑transaction basis and disclosed in the applicable
offer documents for each participation. Kadita does not act in a discretionary or fiduciary
capacity under these agreements and does not make investment decisions on behalf of the
participating investors. Potential conflicts of interest associated with these compensation
arrangements are addressed through the Firm’s compliance program.

To the extent that Kadita incurs any expenses for the benefit of multiple clients, the Firm
will allocate such expenses in a manner consistent with our fiduciary responsibility, taking
into account our written agreements with such clients (and, if applicable, Fund Documents
in the case of clients that are Funds) and applicable facts and circumstances, including the
relative size of the applicable entity or account, the nature or source of the product or
service and the benefits derived from and the extent of use of the product or services.
Nonetheless, the portion of an expense that we allocate to a client for a particular product
or service might not reflect the relative benefit derived by such client from that product or
service in any particular instance. Furthermore, it is possible that under some of our
advisory contracts we may not require a client to incur certain expenses, despite the fact
that such client will receive a benefit in connection with our incurrence of such expenses.
In such an event, our other clients may bear the additional share of any such expenses that
would have been allocable to the client that is not required to incur such expenses. Our
expense allocations often depend on inherently subjective determinations, but the expense
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Item 7 - Types of Clients

Kadita currently provides investment advice to the Funds. Investors in the Funds generally

    https://www.sec.gov/files/rules/final/ia-2176.htm

must qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of
1933, as amended), “qualified clients” (as defined in Rule 205-3 of the Advisers Act),
“qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of
1940, as amended), and may be subject to other suitability requirements to the extent
provided in the applicable Fund Documents.

Kadita also currently provides non-discretionary investment advice to four clients that are
private investment funds, one client that is a segregated portfolio company, and one client
that is an individual (collectively, the “Non-Discretionary Clients”). These relationships
are governed by sub-advisory agreements. The Firm may periodically present investment
opportunities to the Non-Discretionary Clients, who may choose whether or not to
participate. Such opportunities may also be made available to other clients of the Firm. It
is Kadita’s responsibility to determine the suitability of each investment opportunity for its
clients.

The Firm provides services to one non‑discretionary individual client pursuant to a
sub‑advisory arrangement under which the Firm periodically presents investment
opportunities. The Firm does not provide individualized investment advice, act in a
fiduciary capacity, or exercise investment discretion. Instead, the client independently
evaluates all information provided is solely responsible for making their own investment
and due diligence decisions. This non‑discretionary arrangement is intended for a
sophisticated, high‑net‑worth investor and is not intended for retail clients or the general
public.

KCS1 Pte. Ltd. has entered into a Master Risk Participation Agreement with Emery
Partners Income Credit Strategies Fund (the “MRPA”). Under the MRPA, Kadita, through
its management of KCS1 Pte. Ltd., sources and presents investment opportunities for
Emery Partners Income Credit Strategies Fund (“Emery Partners”) to participate in. Kadita
does not provide discretionary investment advice or fiduciary services under the MRPA
and does not make investment decisions on behalf of Emery Partners. Instead, Kadita acts
in a non-discretionary, non-advisory capacity, and Emery Partners retains full discretion
over its participation decisions. Funds managed by Kadita may enter into similar MRPA-
style arrangements with other investors in the future.

These arrangements may give rise to potential conflicts of interest, which are disclosed in