Maritime Capital LLC

Item 5.   Fees and Compensation:

          (A)   Generally:

                Management fees for the Funds are calculated based on a periodic
                percentage of the value of the assets under management.

                In consideration for its services to the Funds, the Firm will receive
                a management fee (the “Management Fee”), calculated at
                approximately 2.0% annually (0.1667% per month) or 0.75%
                annually (0.0625% per month) of the net assets of the Fund.

                In addition, the Firm shall collect a Performance Allocation, equal
                to 20% of the Funds’ net income, as defined in Item 6, below.

                The particular fee structure for any Sub-Advised Fund can be found
                in the relevant investment management agreement.

                Notwithstanding the foregoing, the Firm, in its sole discretion, may
                waive or modify the Management Fee for Fund Investors that are
                members, employees or affiliates of the Firm, relatives of such
                persons, and for certain other Fund Investors.

                Payment of Fees: Management Fees for the Funds are calculated
                and deducted monthly in advance, as specified in the applicable
                confidential private placement memorandum and related offering
                documents (“Offering Documents”) of the Funds. No part of the
                Management Fee will be refunded in the event that a Fund Investor
                withdraws, whether voluntarily or involuntarily, all or any of the
                value in such Fund Investor’s capital account during any month.
                Management fees for the Sub-Advised Funds are paid in arrears.

          (C)   Additional Fees and Expenses: The Firm will be responsible for
                its own general operating and overhead expenses associated with
                providing the management and investment management services.
                These expenses include all expenses incurred by the Firm in
                providing for its operating overhead, including, but not limited to,
                the cost of providing relevant support and administrative services
                (e.g., employee compensation and benefits, rent, office equipment,
                computer systems, insurance, utilities, telephone, secretarial and
                bookkeeping services, etc.). Nonetheless, the Fund and any pooled

      vehicle which may be organized in the future will bear its own
      expenses as further described in the Offering Documents.

      In addition, Clients will incur brokerage and other transaction costs.
      Clients and/or Fund Investors should review Item 12, which
      discusses conflicts of interest related to brokerage practices.

      Withdrawal from the Fund: Subject to certain restrictions
      described in the Offering Documents, a Fund Investor may
      withdraw all or any portion of its capital account(s) in a minimum
      amount of $25,000 on the last day of any quarter (i.e., March 31,
      June 30, September 30 and December 31) upon at least 60 days’
      prior written notice to the Firm’s administrator. Notwithstanding
      the foregoing, no partial withdrawal will be permitted if the value of
      the Fund Investor’s capital account(s) after such withdrawal is
      implemented will be less than $100,000 (subject to the discretion of
      the Firm to waive such requirement). All withdrawals shall be
      deemed made prior to the commencement of the following quarter.

      Subject to certain restrictions described in the Offering Documents,
      a Composite Fund Investor may withdraw a minimum of $50,000
      (per Series) as of the last business day of June and December and at
      such other times as the General Partner may determine in its sole
      discretion (each such date, a “Withdrawal Date”), upon at least sixty
      (60) days’ prior written notice to the Administrator. Unless the
      General Partner consents, partial withdrawals may not be made if
      they would reduce a Fund Investor’s capital account balance below
      $25,000. All withdrawals shall be deemed made prior to the
      commencement of the following semi-annual period.

      If the Firm, in its sole discretion, permits a Fund Investor to
      withdraw capital other than on a regularly scheduled withdrawal
      date, the Firm may impose an additional administrative fee to cover
      the actual legal, accounting, administrative, brokerage, and any
      other costs and expenses associated with such withdrawal. Such fee
      will be payable to the Funds and deducted from the withdrawal
      proceeds of the withdrawing Fund Investor as of the date of
      withdrawal.

      For additional information regarding termination of services and
      withdrawals, please see the F u n d s ’ Offering Documents or the
      investment management agreement of any Sub-Advised Fund.

(D)   Fees Paid in Advance: Please review Item 5.(B), above.

          (E)    Additional Compensation of Supervised Persons: Neither the
                 Firm nor any of its supervised persons accepts compensation for the
                 sale of securities or other investment products.

Item 7.   Types of Clients:

          The Firm provides advisory services for the Funds and for Sub-Advised
          Funds. The minimum investment in the Flagship Fund and Long Fund is
          $1,000,000 and the minimum subsequent investment is $50,000. The
          minimum investment in the Composite Fund is $100,000. Amber is
          currently not open to new investors. Please refer to the relevant investment
          management agreement for minimum investments amounts in any Sub-

          Advised Funds. The Firm has discretion to accept lesser investment and
          minimum account balances.

          In general, in order to invest in the Funds, a Fund Investor must meet certain
          minimum suitability requirements, including qualifying as an “Accredited
          Investor” under the Securities Act of 1933, as amended, and as a “Qualified
          Client” under the Investment Advisers Act of 1940, as amended.