Emerald Separate Account Management LLC

Item 5: Fees and Compensation

EMSAM’s fees for our separate accounts 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. EMSAM 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 $2,000,000 in assets: .25% per quarter
For the next $8,000,000 in assets: .1875% 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.

Emerald Mutual Fund Advisers Trust “EMFAT” is an affiliate of EMSAM. EMFAT acts
as an adviser to the Emerald Mutual Funds, a registered investment company.
Where suitable, EMSAM may recommend the purchase of shares of the Emerald
funds for client accounts. No separate advisory fees are charged on assets held in the
investment company. However, the client will pay operating expenses associated
with the mutual fund to the investment company.

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

Account Minimums:

EMSAM’s normal minimum to establish an account is $1,000,000. However, EMSAM
may reduce the minimum for certain types of accounts such as high net worth
individuals.

Brokerage Commissions and Fees:

In addition to EMSAM 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 EMSAM. Please see item 12
for a further discussion of our brokerage practices.

Item 7: Types of Clients

      EMSAM provides advisory services to high net worth individuals and Pooled
       Investment Funds (other than registered investment companies).