Kelson Asset Management LLC

Item 5 Fees and Compensation
To qualify for an investment in a private fund, an investor to the private fund must be a qualified investor,
either as an accredited investor or qualified purchaser as applicable to the corresponding private fund
offering documents. For a full description of the applicable fees, including performance-based fees, and
expenses charged to the respective private fund, investors should review the associated offering
documents.

Our annual private fund portfolio management fee, as described in Item 6, is billed and payable, as
invoiced.

Co-investments are charged based on various factors as follows:

Neither the Manager's nor any Class A Member's interest in the Company will bear any management
fee. For purposes of the LLC Agreement, an Investment Series shall be terminated upon the disposition
of the Securities held in respect of such Investment Series and final distribution of cash and Securities, if
any, related thereto.

In the case of each Class B Member, one percent (1%) of such Class B Member's Series Commitment
Amount related to such Investment Series and in the case of each Class C Member, two percent (2%) of
such Class C Member's Series Commitment Amount related to such Investment Series. Such applicable
management fee shall be payable or accrue as follows: (i) the initial annual management fee payment

related to such Investment Series shall be paid on the date the initial capital contribution is made by such
Member in respect of its Series Commitment Amount related to such Investment Series, and (ii) the
remaining annual management fee payments shall be paid in annual installments starting on or after the
first anniversary of the date the initial capital contribution is made by such Member in respect of its Series
Commitment Amount related to such Investment Series until the termination of such Investment Series.

Compensation for the Sale of Securities or Other Investment Products
Persons providing investment advice on behalf of our firm are registered representatives with Kelson
Capital, LLC, a securities broker-dealer, and a member of the Financial Industry Regulatory Authority
and the Securities Investor Protection Corporation. In their capacity as registered representatives, these
persons receive compensation in connection with the purchase and sale of securities or other investment
products, including asset-based sales charges. Compensation earned by these persons in their
capacities as registered representatives is separate and in addition to our advisory fees. This practice
presents a conflict of interest because persons providing investment advice to advisory clients on behalf
of our firm who are registered representatives have an incentive to recommend investment products
based on the compensation received rather than solely based on your needs. You are under no
obligation, contractually or otherwise, to purchase securities products through any person affiliated with
our firm who receives compensation described above.

Item 7 Types of Clients
 We offer investment advisory services to private investment funds. These funds are offered exclusively
 to accredited investors and qualified purchasers.