Somerset Capital Advisers LLC

Item 5.        FEES AND COMPENSATION

SCA charges each client a quarterly investment management fee of 0.375% per quarter,
or 1.5% per annum.

These are charged each quarter in based on the net assets in the client’s account
(including net unrealized appreciation or depreciation of investments and cash, cash
equivalents and accrued interest) on the first day of the quarter. If a new client account is
established during the quarter, or an investor in the pooled investment vehicle makes an
addition to his/her account during the quarter, the investment management fee will be
charged as of the effective date of the investment management agreement or the date of
the additional investment, and will be prorated for the number of days remaining in the
quarter.

With respect to certain SMA and pooled investment vehicle clients, SCA or its affiliate
may also be paid or allocated annual performance-based compensation, which is based on
a share of capital gains on, or capital appreciation of, the assets of a client. This
compensation rate is 20% and is subject to a loss carry-forward provision.

SCA or its affiliate may waive or reduce the investment management fee or performance-
based compensation with respect to certain clients with SMA and investors in pooled
investment vehicles.

All prepaid but unearned investment management fees for separate accounts will be
refunded on a pro-rata basis based on the number of days remaining in the quarter.
Withdrawals and redemptions from the pooled investment vehicles are dictated by the
terms set forth in the offering documents.

Clients with SMA’s may select the method by which they prefer to pay the management
fees; they may be paid directly from the account, or billed separately. With respect to the
pooled investment vehicles, the fund’s outside administrator will calculate and deduct
the applicable fee.

In addition to management fees and, with respect to certain clients, performance-based
compensation, client accounts may also be subject to other expenses such as:
    - administrator and registrar and transfer agent fees and expenses
    - organizational expenses
    - governmental registration and filing fees
    - brokerage commissions (please refer to Item 12 of this document for a discussion
        of our brokerage practices)
    - custodial fees
    - interest on borrowed funds (relative to short-sales or purchases on margin)
    - transfer taxes
    - finder's fees
    - communications expenses
    - extraordinary expenses such as litigation costs
    - investment related travel expenses
    - legal and accounting fees, including those associated with regulatory or
        compliance matters
    - investment related consultants' and other service providers' expenses, including
        charges for research and statistical services
    - insurance premiums
    - Additional trading costs levied by the client’s custodian for trading away
    - Client assets may be invested in ETFs and money market mutual funds. In such
        cases, they will bear their pro rata share of the investment management fee and
        other fees charged by the underlying fund, in addition to the investment
        management fee paid to SCA.

Item 7.        TYPES OF CLIENTS

SCA’s clients consist primarily of high net worth individuals, pension and profit sharing
plans, charitable organizations, and pooled investment vehicles.

A minimum investment of $5 million is generally required to open an SMA; however,
SCA may change this amount, at its sole discretion.

Minimum subscription levels for both initial and additional investments in the pooled
investment vehicle are disclosed in the offering documents.