Kairos Investment Management Company LLC

Item 5 – Fees and Compensation

Kairos (including its affiliated entities, such as a Fund's general partner and special purpose vehicles
(“SPVs”) established to hold certain investments) generally receives management fees, carried interest
allocations, and/or performance fees in connection with the investment management advisory and
administrative services provided to the Clients and certain SPVs. In addition, in certain cases, Kairos also
receives a fee related to the investigation, selection, sourcing, origination, acquisition, management, or
disposition of real property, debt, mezzanine loans or preferred equity investments owned by a Client.

The compensation structures under which Kairos operates are determined by the risk profile and investment
strategy targeted by each Client. The specific terms of Kairos' compensation arrangements for each Client
are set forth in the respective Client’s Governing Documents, although general information is provided
below about such arrangements.

Management Fees
Typically, the management fee is set as a percentage of the capital contributions to the Client, paid quarterly
in advance from the Client’s available cash, and generally is 1.5% and prorated as applicable; however, the
management fee can vary between Clients as described in each Client’s Governing Documents, including
a management fee equal to one quarter of the product of the sum of partnership net fair value, calculated as
of the last calendar day of the immediately prior fiscal quarter, multiplied by the management fee percentage
which under certain circumstances could be as low as 0.80%. Each Client is required to pay Kairos the
management fee regardless of Investment performance. Entitlement to non-performance-based
compensation creates a conflict of interest as it might reduce Kairos’ incentive to devote time and effort
seeking profitable opportunities for Client Investments. This conflict may be mitigated by the fact that
Kairos and its senior investment management professionals typically make commitments to each Fund
(except in the case of Parallel Funds) side-by-side with Investors and receive carried interests in the Funds.

To the extent that a Fund is invested in an SPV affiliated with Kairos and a management fee and carried
interest or performance fee are charged to such SPV, the pro rata amount paid by the SPV for management
fees, carried interest or performance fees will be rebated to the Fund from Kairos.

Certain SPVs charge fees on a monthly basis.

Performance Fee
Kairos or its affiliates generally receive incentive income amounting to a percentage of the realized profit
after a preferred return or minimum multiple is paid to Investors, subject to certain limitations and/or a
clawback provision. This performance fee typically ranges from 10% to 25%. One Client pays a
performance allocation fee equal to 20% of the total return of the Fund, subject to a 6% hurdle amount and
any loss carryforward amounts with a catch-up. The allocation is typically made annually and accrues
quarterly, subject to the limitations in the Fund Governing Documents. As disclosed in the Governing
Documents for one Fund, Kairos or its affiliates will receive incentive payments partially in the form of
additional units in the Fund.

Fund Expenses
Kairos pays for all of its respective ordinary administrative and overhead expenses including salaries,
benefits, and rent with the exception of fees received for certain legal services, as described in more detail
below. Each Fund pays for all other expenses attributable to such Fund. Each Fund is responsible for paying
all expenses relating to the formation, organization, and operation of such Fund including, but not limited
to: all administrative and operating expenses; interest, fees, and expenses arising out of all permitted
borrowings made by the Fund; management fees and other fees payable to Kairos or its affiliates in
accordance with the terms of the Fund’s Governing Documents; all organizational, legal, and offering costs
and expenses relating to the formation of the Fund and its related entities and the offering, syndication, and
closing of the Fund and its related entities; all expenses incurred in holding, developing, negotiating,
structuring, acquiring, and disposing of the Fund’s Investments and prospective Investments (whether or
not consummated). Additionally, the Funds will generally pay their allocated portion of expenses such as
services subscribed to for investment purposes and indirect due diligence expenses.

Administrative and operating expenses of a Fund may include, but are not limited to: legal and other
professional fees, along with any and all fees and disbursements of attorneys relating to Fund matters, fees
relating to the preparation of financial reports and tax filings, portfolio valuations and appraisals, third-
party audits, and tax returns; taxes, fees, or other governmental charges levied against the Fund, and all
expenses incurred in connection with any tax audit, investigation, settlement, or review of the Fund;
litigation costs; costs of director and officer liability insurance and indemnification, extraordinary expenses
or liabilities relating to the affairs of the Fund; and expenses relating to Advisory Board and Board of
Directors meetings. Organizational, legal, and offering costs may include, but are not limited to: Investment
related travel expenses and out‐of‐pocket expenses in connection with each closing, legal fees, placement
agent fees and expenses, and offering expenses. Certain Fund Governing Documents indicate that any
placement agent fees, and associated expenses paid by the Fund could be applied to reduce (but not below
zero) the amount of future management fees paid by the Fund to the manager. Kairos reserves the right to
waive any or all of these expenses for any particular instances.

In addition, Kimpact Evergreen Real Estate Investment Fund, LP (“Kimpact”) will be responsible for
...

Item 7 – Types of Clients

As described in Item 4 – Advisory Business, Kairos provides investment management advisory services to
the Funds.

Each Investor in the Funds is required to meet suitability requirements pursuant to federal securities laws
and to commit a minimum amount in order to invest in the Funds, as outlined in each Fund’s Governing
Documents. Kairos has the discretion to reduce or waive the minimum initial investment or commitment
offer for any reason and has done so in the past for certain Investors.

The Funds may enter into separate agreements, commonly referred to as “side letters”, or other similar
agreements with a particular Limited Partner in connection with its admission to the Fund without the
approval of any other Limited Partner, which would have the effect of establishing rights under or
supplementing the terms of the applicable Fund’s Partnership Agreement with respect to such Limited
Partner in a manner more favorable to such Limited Partner than those applicable to other Limited
Partners. Such rights or terms in any such side letter or other similar agreement may include, without
limitation: (i) reporting obligations, (ii) waiver of certain confidentiality obligations, (iii) “most favored
nation” provisions or (iv) rights or terms requested or necessary in light of particular investment, legal,
regulatory, or public policy characteristics of a Limited Partner.