Kailasa Capital Management LLC

Item 5 – Fees and Compensation

 The following paragraphs detail the fee structure and compensation methodology for services provided by the
 Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written
 agreement with the Advisor.

 A. Fees for Advisory Services
 Wealth Management Services
 The Advisor provides Clients with wealth management services which is the combination of financial planning and
 management of investment portfolios for a single fee. Wealth management fees are paid monthly, at the end of each
 month, pursuant to the terms of the investment management agreement. Wealth management fees are billed at an
 annual rate ranging from 0.50% to 1.50%, depending on the size and complexity of the Client relationship.
 Relationships with multiple investment objectives, specific reporting requirements, portfolio restrictions, financial
 planning, family office services, and other complexities may be charged a fee at the higher end of the range. Certain
 “Qualified Clients,” as defined in Item 6 below, may be offered an alternative fee structure where the Advisor does
 not charge an asset-based fee, but instead charges a performance-based fee.

 The wealth management fee in the first month of service may be prorated from the inception date of the account[s]
 to the end of the first month, or waived by the Advisor. Fees may be negotiable at the sole discretion of the Advisor.
 The Client’s fees will take into consideration the aggregate assets under management with Advisor. All securities
 held in accounts managed by Kailasa will be independently valued by the Custodian. The Advisor will conduct
 periodic reviews of the Custodian’s valuation to ensure accurate billing.

 Investment Management Services/Sub-Advisory Services
 Investment management fees are paid monthly, at the end of each month, pursuant to the terms of the investment
 management agreement. Investment management fees are based on the market value of assets under
 management at the end of the prior month. Investment management fees are billed at an annual rate ranging from
 0.25% to 1.0%. Investment management fees will vary depending on the size and complexity of the Client
 relationship. Relationships with multiple investment mandates, specific reporting requirements, portfolio restrictions,
 and other complexities may be charged a higher fee.

 The investment management fee in the first month of service is prorated from the inception date of the account[s] to
 the end of the first month, or waived by the Advisor. Fees may be negotiable at the sole discretion of the Advisor.
 The Client’s fees will take into consideration the aggregate assets under management with Advisor. All securities
 held in accounts managed by Kailasa will be independently valued by the Custodian. Kailasa will not have the
 authority or responsibility to value portfolio securities.

 Private Fund Management Services
 Investors in the Fund are subject to: (i) a quarterly management fee equal to 0.125% (0.50% annually), payable in
 advance of each investor’s capital account balance as of the beginning of such calendar quarter; and (ii) an
 annual performance allocation equal to ten percent (10%) of each investor’s ratable share of the Fund’s profits for
 such calendar year, provided that such profits exceed the investor’s “high-water mark.” For more detailed
 information on the fees and compensation received by the Advisor, please refer to respective Fund’s
 Offering Documents.

 Retirement Plan Advisory Services
 Fees for retirement plan advisory services are charged an annual asset-based fee ranging from 0.15% to 0.35% and
 are billed quarterly at the end of each calendar quarter, pursuant to the terms of the retirement plan advisory
 agreement. Retirement plan fees are based on the average market value of assets under management during the
 prior quarter. Fees may be negotiable depending on the size and complexity of the Plan and the services to be
 provided.

                                            Kailasa Capital Management, LLC
                                    2000 Smallman Street, Suite 203A, Pittsburgh, PA 15222
                                         Phone: (571) 313-0873 | Fax: (412) 202-9754
                                                  http://kailasacapital.com

 B. Fee Billing
 Investment Management Services / Wealth Management Services / Sub-Advisory Services
 Investment management fees will be calculated by the Advisor or its delegate and deducted from the Client’s
 account[s] at the Custodian. The Advisor or its delegate shall send an invoice to the Custodian indicating the amount
 of the fees to be deducted from the Client’s account[s] at the respective month-end date. The amount due is
 calculated by applying the monthly rate (annual rate divided by 12) to the total assets under management with
 Kailasa at the end of the prior month. Clients will be provided with a statement, at least quarterly, from the Custodian
 reflecting deduction of the investment management fee. It is the responsibility of the Client to verify the accuracy of
 these fees as listed on the Custodian’s brokerage statement as the Custodian does not assume this responsibility.
 Clients provide written authorization permitting advisory fees to be deducted by Kailasa to be paid directly from their
 accounts held by the Custodian as part of the investment management agreement and separate account forms
 provided by the Custodian.

 Private Fund Management Services
 The management fee is calculated and automatically deducted from the Fund by the respective Fund’s
 Administrator. Management fees for private fund management services are billed quarterly in advance of each
 calendar quarter. For more detailed information on the fee methodology, please refer to the respective
 Fund’s Offering Documents.

 Retirement Plan Advisory Services
...

Item 7 – Types of Clients

 Kailasa offers investment advisory services to individuals, high net worth individuals, trusts, estates, family offices,
 retirement plans, endowments, foundations, other institutions, and pooled investment vehicles. The amount of
 each type of Client is available on the Advisor's Form ADV Part 1A. These amounts may change over time and
 are updated at least annually by the Advisor. Kailasa generally does not impose a minimum size for establishing a
 relationship, but certain investment strategies may require a minimum for effective implementation.

 Private Fund Services
 Interests in the Fund are being offered under Rule 506(b) of Regulation D of the Securities Act of 1933
 (“Securities Act”) and Section 3(c)(1) of the Investment Company Act of 1940 (“Investment Company Act”) for
 investment up to 100 persons who are (i) “accredited investors” as defined in Rule 501(a) of Regulation D under
 the Securities Act, and (ii) “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940
 (“Advisers Act”), who have sufficient knowledge and experience in financial and business matters to make them
 capable of evaluating the merits and risks of an investment in the Partnership.

 Who is a “Qualified Client”? – Rule 205-3(d)(1) of the Adviser’s Act defines a “Qualified Client” as:
    I.      A natural person who, or a company that, immediately after entering into the contract has at least
            $1,100,000 under the management of the investment advisor;
    II.     A natural person who, or a company that, the investment advisor entering into the contract (and any
            person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either:
                a. Has a net worth (together, in the case of a natural person, with assets held jointly with a spouse)
                    of more than $2,200,000.
                b. Is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment Company Act of
                    1940 (15 U.S.C. 80a-2(a)(51)(A)) at the time the contract is entered into; or

     III.    A natural person who immediately prior to entering into the contract is:
                a. An executive officer, director, trustee, general partner, or person serving in a similar capacity,
                    of the investment adviser; or
                b. An employee of the investment adviser (other than an employee performing solely clerical,
                    secretarial or administrative functions with regard to the investment adviser) who, in connection
                    with his or her regular functions or duties, participates in the investment activities of such
                    investment adviser, provided that such employee has been performing such functions and
                    duties for or on behalf of the investment adviser, or substantially similar functions or duties for
                    or on behalf of another company for at least 12 months.

                                            Kailasa Capital Management, LLC
                                    2000 Smallman Street, Suite 203A, Pittsburgh, PA 15222
                                         Phone: (571) 313-0873 | Fax: (412) 202-9754
                                                  http://kailasacapital.com

 Who is an “Accredited Investor”? – Rule 501 of the Securities Act defines an “Accredited Investor” as any person
 who comes within any of the following categories, or who the issuer reasonably believes comes within any of the
 following categories, at the time of the sale of the securities to that person:
      I.      Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution
              as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any
              broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any
              insurance company as defined in section 2(a)(13) of the Act; any investment company registered under
              the Investment Company Act of 1940 or a business development company as defined in section
              2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business
              Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan
              established and maintained by a state, its political subdivisions, or any agency or instrumentality of a
              state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess
              of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income
              Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section
              3(21) of such act, which is either a bank, savings and loan association, insurance company, or
              registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000
              or, if a self-directed plan, with investment decisions made solely by persons that are accredited
              investors;
      II.     Any private business development company as defined in section 202(a)(22) of the Investment
              Advisers Act of 1940;
      III.    Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation,
              Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring
              the securities offered, with total assets in excess of $5,000,000;
      IV.     Any director, executive officer, or general partner of the issuer of the securities being offered or sold,
              or any director, executive officer, or general partner of a general partner of that issuer;
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