Emerald Direct Lending Advisers LLC

ITEM 5 - FEES AND COMPENSATION

      Investment Advisory Fees and Billing Method

      PRIVATE FUND MANAGEMENT

      Emerald DLA receives investment advisory fees from the Funds we advise. These fees are paid by the Fund
      but are ultimately borne by the Fund’s investors. The offering documents of the Fund set forth the
      applicable investment advisory fees.

      SEPARATE ACCOUNT MANAGEMENT

      Emerald DLA’s fees are based on a percentage of assets under management and are billed quarterly in
      arrears. Fees are based on the total portfolio values, including accruals, as of the last business day of the
      month. Client payment is due to the adviser promptly after billing, which is generally mailed at the
      beginning of the next calendar quarter. Emerald DLA may request payment directly from a client’s account
      provided that the client has agreed to the arrangement by signing the management agreement and the
      client receives copies of all invoices paid. Bills for new accounts activated during the calendar quarter will
      be pro‐rated so that the client pays only for the period of time during which the account was actually
      managed by the adviser. The management agreement can be terminated by either party with thirty days
      written notice to the other party by regular U.S mail or other acceptable means. No fee will be charged if a
      new client terminates within five business days after signing the management agreement.
      Our current general fee schedule is:
      For the first $2,000,000 in assets: .50% per quarter
      For the next $8,000,000 in assets: .475% per quarter
      For assets over $10,000,000: .375% per quarter
      Due to the specific nature of certain client investment programs, these fees can be negotiated depending
      on the objectives and relative complexity of managing the account.

      See Item 10 – Other Financial Industry Activities and Affiliations for more information about private
      investment funds managed by Emerald DLA and our affiliates. Information about fees and compensation
      relating to these funds are contained in each fund’s specific private placement offering memorandum,
      limited partnership agreement and related subscription documents.

      Other Fees and Expenses

      Emerald DLA’s fees do not include custodian fees. Emerald DLA may charge clients a reasonable fee for
      certain administrative and/or legal services performed on behalf of clients, which may include custody
      fees.

      A discussion of brokerage practices is not applicable as Emerald DLA does not select or recommend
      any broker-dealers for client transactions and its primary business – transactions involving loans –
      does not currently involve orders placed with or through any broker-dealer.

Emerald Direct Lending Advisers, LLC Brochure               7                                   December 31, 2019

ITEM 7 - TYPES OF CLIENTS

      Emerald DLA offers and/or provides advisory services to the following types of clients:
          Pooled Investment Funds (other than registered investment companies)
          Corporations
          Pension and Profit Sharing Plans
          Trusts, Estates, and Charitable Organizations
          Individuals.