Alluvial Capital Management LLC

Item 5: Fees and Compensation – Separately Managed Accounts

  A. Fee Schedule

  Portfolio Management Services Fees – Separately Managed Accounts

          Total Assets Under Advisement          Annual Fee

          Up to $100,000                         2.00%

          $100,000 to $1,000,000                 1.50%

          Over $1,000,000                        1.00%

  These fees are negotiable, and the final fee schedule is attached as Exhibit II of the
  Investment Advisory Contract.

  Clients may terminate the agreement without penalty, for full refund of Alluvial’s fees,
  within five business days of signing the Investment Advisory Contract. Thereafter, clients
  may terminate the Investment Advisory Contract with thirty days’ written notice.

  Alluvial’s portfolio management services fees are calculated and paid from clients’
  accounts on a daily pro-rated basis. Interactive Brokers, LLC is responsible for calculating
  and deducting fees payable. Daily fees paid are reported to clients on a quarterly basis on
  statements received from Interactive Brokers, LLC and/or Alluvial Capital Management,
  LLC.

  Daily fees are calculated as follows. (Account Value) x (Fee Rate)/(Number of Trading
  Days in Calendar Year.) For example, a $50,000 account paying fees at 2.00% annually
  would have a daily calculated fee rate of $50,000 x 2.00%/252, or $3.97.

  Performance-based Fees – Separately Managed Accounts

  Qualified clients (as defined in Item 6 below) are charged a performance-based fee of 10%
  of net profits above a high water mark, rather than the standard asset-based portfolio
  management fee rates. These fees are negotiable, and the final fee schedule is attached as
  Exhibit II of the Investment Advisory Contract. Clients must pay the prorated
  performance-based fees for the billing period in which they terminate the Investment
  Advisory Contract up to and including the day of termination.

  Management and Performance-based Fees – Pooled Vehicles

  The pooled vehicles managed by Alluvial are subject to management and/or performance-
  based fees as disclosed in the private placement memoranda provided to limited partners
  in connection with their subscriptions.

       B. Payment of Fees

       Payment of Portfolio Management Fees

       Portfolio management fees are withdrawn directly from the client’s accounts with client’s
       written authorization. Fees are paid daily.

       Payment of Performance-based Fees

       Performance-based fees are calculated by Interactive Brokers, LLC and are withdrawn
       directly from the client’s accounts. Fees are paid quarterly in arrears.

       C. Client Responsibility For Third Party Fees

       Clients are responsible for the payment of all third-party fees (i.e. custodian fees,
       brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
       distinct from the fees and expenses charged by Alluvial. Please see Item 12 of this brochure
       regarding broker/custodian.

       D. Prepayment of Fees

       Alluvial collects its fees in arrears. It does not collect fees in advance.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither Alluvial nor its supervised persons accept any compensation for the sale of
       securities or other investment products, including asset-based sales charges or service fees
       from the sale of mutual funds.

Item 7: Types of Clients

Alluvial generally provides advisory services to the following types of clients:

               Individuals
               High-Net-Worth Individuals
               Pooled Investment Vehicles
               Charitable Organizations
               Corporate Retirement Accounts (Non-ERISA)
               Corporate Accounts
               Qualified Retirement Accounts (IRAs, Roth IRAs)

Minimum Account Size

There is an account minimum of $100,000, which may be waived by Alluvial in its discretion.