Emerald Mutual Fund Advisers Trust

Item 5: Fees and Compensation

EMFAT’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. EMFAT 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. No fee will be charged if a
new client terminates within five business days after signing the management
agreement.

Our current fee schedule is:

For the first $10,000,000 in assets: .20% per quarter
For assets over $10,000,000: .15% 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.

Account Minimums:

EMFAT’s normal minimum to establish an account is $5,000,000. However, EMFAT
may reduce the minimum for certain types of accounts.

Brokerage Commissions and Fees:

In addition to EMFAT advisory fees, clients pay brokerage commission, transaction
fees, SEC fees and similar related costs and expenses. Clients will also incur fees
from their custodian as well. These fees are not paid to EMFAT. Please see item 12
for a further discussion of our brokerage practices.

Item 7: Types of Clients

      EMFAT provides advisory services to Registered Investment Companies.