Millrace Asset Group Inc

Item 5: Fees and Compensation

   The Funds pay Millrace a quarterly management fee based upon the value of the equity each
   partner has invested. The rate of the management fee ranges between 1% and 1.5% per
   annum based upon the date the partner invested in either Fund and the amount of the initial
   investment. The management fee is calculated by the Funds’ third-party administrator and
   paid from the Fund’s net assets, in advance, at the beginning of each calendar quarter after
   giving effect to partner withdrawals, if any. Under certain circumstances, a partner and
   Millrace may agree to a lower management fee rate in either of the Funds.

   Operational expenses for the Funds include the third-party administrator as well as audit, tax
   and legal fees. There are also interest and dividend expenses incurred when borrowing
   securities for positions that the Millrace Fund has sold short. All of the operational expenses
   are allocated to the Fund’s partners monthly pro-rata based upon their capital invested.
   Commissions to brokers incurred to purchase or sell securities are a component of the gain or
   loss calculation on each transaction. See items 8 and 12 that further discuss brokerage.

   Millrace, the general partners of the Funds and the owners and employees of Millrace are not
   compensated for the sale of securities or investment products of any type.

                                                                          Millrace Asset Group, Inc
                                                                                Form ADV Part 2A

Item 7: Types of Clients

   Millrace provides advisory services to the Funds, which are pooled investment vehicles.
   Please see the discussions under Item 4: Advisory Business, Item 5: Fees and Compensation
   and Item 6: Performance-Based Fees and Side-by-Side Management for further information
   about our clients. Millrace also accepts separate accounts subject to negotiated fee and
   account size requirements, although no such clients are presently served.

   In addition, Millrace provides advisory services as a sub-advisor to an investment company
   employing the same investment strategy used for the Millrace Fund.