Kawa Capital Management Inc

Item 5. Fees and Compensation

        5.A. Adviser Compensation

        Funds

        Kawa provides investors in its Funds with statements on at least a quarterly basis, in accordance
with Rule 211(h)(1)-2 promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”). For more information see Item 15 (Custody; Account Statements).

                Management & Performance Fees

         Kawa typically receives two types of compensation from its Clients:                  (i) management
compensation in the form of management fees or priority profit sharing (“PPS”); and/or (ii) for “Qualified
Clients” (as defined under the Advisers Act) where applicable and indicated in the relevant Fund offering
documents, performance-based compensation, which takes the form of carried interest or performance
fees, and which may be subject to the operation of a “high water mark,” or “hurdle”. Generally, the
compensation received by Kawa (or one of its affiliates) in the form of management compensation ranges
from 1% to 2% per annum of the net assets of the Fund (although for certain Funds, the management
compensation is calculated based on other metrics detailed in the applicable Fund offering documents)
and the performance-based compensation generally ranges from 10% to 20% of each investor’s share of
the profits of the Funds. PPS arrangements involve the allocation of a recurring first charge on the net
profits of a fund each time such fund’s net asset value is calculated. PPS charges accrue until a Fund’s
income is sufficient to pay them in full. Kawa reserves the right, in its sole discretion, to negotiate and to
charge lower management and/or performance-based compensation for any Client account based on the
Client’s particular needs as well as overall financial condition, goals, risk tolerance, and other factors
unique to the Client’s particular circumstances. In addition, Kawa has in the past waived, reduced, and
rebated, and reserves the right, in its sole discretion, to waive, reduce, or rebate all or any portion of the
management and/or performance-based compensation with respect to any Client, or to any investor in a
Fund, including affiliates, employees, partners, members or directors of Kawa or its affiliates, including
their respective related persons.

                Certain Other Fees

         Subject to the relevant Fund offering documents, certain Funds also pay fees to Kawa for certain
services, including, but not limited to, one or more of the following: sourcing investment opportunities,
performing due diligence and other deal work for opportunities including, without limitation, real estate
transactions and loans. Such fees are typically referred to as “Acquisition Fees”, “Funding Fees”, “Servicing
Fees” or “Diligence Fees” and are in varying amounts and based on different criteria, in each case
depending on the investment opportunity. Separately, a counterparty or other third party, such as a
borrower under a loan made by a particular Fund or its subsidiary, and not the relevant Fund, may also
pay fees to Kawa in connection with such investment in the form of origination or funding fees, exit fees,
extension fees or breakup fees. All fees payable to Kawa in connection with an investment opportunity,
whether paid by the Fund or a third party and/or whether such fees offset management compensation,
are set forth in the relevant Fund offering documents.

        Separately Managed Accounts

          Kawa’s fees for SMAs vary materially depending on the investment strategy, among other factors,
and are negotiated on a case-by-case basis. These fees are reflected in the agreement specifically
governing the SMA, and typically consist of management compensation based on the value of the assets
(nominal or notional) Kawa manages for such SMA. SMAs that are Qualified Clients may also be charged
performance-based compensation for Kawa’s investment advisory services. Kawa has waived, reduced
and rebated, and reserves the right, in its sole discretion, to waive, reduce or rebate all or any portion of
the management and/or performance-based compensation with respect to any SMA, including providing
fee-free investment advisory services for affiliates, employees, partners, members or directors of Kawa
or its affiliates, including their respective family members or accounts.

        Sub-Advisory Fees

       Kawa also provides sub-advisory services to certain pooled investment vehicles and SMAs
managed by other advisers. The compensation for such sub-advisory services varies and is negotiated by
Kawa and the sub-advised pooled vehicle’s or SMA’s sponsor/investment adviser. Sub-advisory
compensation paid to Kawa typically involves management fees and performance-based compensation,
with the specific terms of that compensation set forth in the sub-advised pooled vehicle’s offering
documents and/or a sub-advisory agreement.

        5.B. Direct Billing of Fees

       Typically, Kawa deducts its advisory compensation directly from Client assets but, in certain
circumstances (in particular, for SMAs), Kawa invoices Clients directly.

        5.C. Other Fees & Expenses

        Other than management and performance-based compensation, below is a general description
of other various fees and expenses Clients have been and may be charged, where applicable to that Client,
as provided in the relevant Fund or SMA documentation. As a general matter, higher fees and expenses
paid by a Fund or SMA reduce returns, while lower fees and expenses increase those returns.

         In addition to and/or in clarification of the compensation paid to Kawa, and as described above in
Item. 5.A. (Adviser Compensation), each Client bears directly, or indirectly, other fees and expenses
incurred (in this Item 5.C., references to fees and expenses to be borne by Client include, without
limitation, those incurred by or on behalf of any Client-subsidiary, and those in relation to any portfolio
...

Item 7. Types of Clients

        See Item 4 (Advisory Business) for information on the types of clients to whom we generally
provide investment advice. The Funds have investor qualification criteria which are set forth in their
respective offering documents and subscription application materials. Investors are typically required to
make certain representations when investing in a Fund including, but not limited to, that: (i) they are
acquiring interests for their own accounts; (ii) they are sophisticated enough and have received or had
access to all information they deem relevant to evaluate the merits and risks of the prospective
investment; and (iii) they have the ability to bear the economic risk of an investment in the applicable
Fund. Kawa also obtains similar representations and warranties from its SMA Clients in the relevant
agreement.

         In addition, we may enter into, and have entered into, separate agreements, commonly referred
to as “side letters” with certain investors in a Fund, which can modify or add to any of the terms in the
relevant offering documents for a Fund, including fee reductions, waivers or sharing arrangements or
other modifications. Under certain circumstances, these agreements could create preferences or
priorities for such investors with respect to other investors.

This Brochure is designed solely to provide information about Kawa and should not be considered an
offer of interests in any Fund.