Fall Line Capital LLC

Item	5	 	 Fees	and	Compensation

A. Fee Schedules

Fall Line charges fees to its clients for its investment advisory (“Management Fees”) and property
management services (“Farm Management Fees”). Fall Line or its affiliates may also receive a
performance-based carried interest (“Carried Interest”) Carried Interest, described in more detail in Item
6 – Performance Based Compensation and Side-by-Side Management, together with Management
Fees and Farm Management Fees “Compensation”), comprises the total payments to be received by
Fall Line from its from its clients. A portion of the Compensation received by Fall Line and its affiliates
is shared with employees of the Firm. The Compensation charged to the clients is set forth in detail in
the Governing Documents, including any Client Investor side-letters. The range of compensation is
generally as follows:

Management Fee
The annual Management Fee ranges from 0.75% to 2.0% and is based on either the capital
commitments to the Fall Line Fund by Client Investors or cost or value of the investments held by the
Fall Line Fund or a combination of both as set forth in detail in the Governing Documents. The
Management Fee is calculated either semi-annually or quarterly and payable in advance.

Farm Management Fee
The annual Farm Management Fee is 0.5% of the lower of the invested capital or value of farmland real
estate investments that have not been sold, disposed of or written off. The Farm Management Fee is
calculated either semi-annually or quarterly and payable in advance.

 All Client Investors and prospective Client Investors should review the Governing Documents of the
 relevant Fund in conjunction with this Brochure for complete information on the fees and compensation
 payable with respect to a particular Fall Line Fund. Different Fall Line Funds may be subject to different
 management fees and performance-based compensation arrangements. All clients are “qualified
 purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the
 “Investment Company Act”), and therefore Fall Line has not included specific fee information in
 response to this Item.

B. Payment of Fees

 Pursuant to the terms of the Governing Documents, Fall Line will deduct Management Fees and Farm
 Management Fees directly from client assets.

C. Other Fees and Expenses

In addition to the Compensation payable to Fall Line and its affiliates, each Fund will pay directly or
reimburse Fall Line or its affiliates for expenses incurred in connection with the organization of the Fund
and its General Partner, and the operation or dissolution of the Fund, including, but not limited to, (a)
expenses incurred in the offering of interests in the Fund; (b) all amounts payable in connection with
debt of the Fund; (c) costs and expenses incurred in pursuing any transaction by, for or on behalf of the
Fund (regardless of when incurred and whether such transaction is consummated), including any
unreimbursed travel expenses and mileage charges; (d) fees and expenses of administrators,
custodians, outside counsel, consultants, accountants and other similar outside advisors; (e) costs and
expenses incurred in holding, managing or selling portfolio investments or temporary investments; (f)
costs and expenses of reporting to the Client Investors of the Fund and of any meetings of the Client
Investors and any advisory committee; (g) any taxes, fees or other governmental charges levied against
the Fund; (h) all expenses related to the formation and operation of subsidiaries and special purpose

    vehicles; (i) all other costs and expenses as provided in the Governing Documents of the Fund (such
    as costs of insurance, litigation, winding up and liquidation). The organizational expenses (generally up
    to a capped amount as provided in the relevant Fund’s Governing Documents) of the Fund, its general
    partner and Fall Line are paid by the Fund.

    The investment strategies of the Fall Line Funds generally do not involve the purchase or sale of publicly
    offered securities, and as such, there will not generally be expenses related to securities broker-dealers.
    See Item 12 – Brokerage Practices for additional information.

    D. Advance Payment of Fees

    The agreements pursuant to which Fall Line provides advisory services to a Fall Line Fund may generally
    only be terminated upon the termination of such Fund. Accordingly, the Governing Documents of each
    Fall Line Fund do not contain any provision for refunds of any advisory fees.

    E. Transaction-Based Compensation

    Neither Fall Line nor its supervised persons will receive any compensation with respect to the purchase
    or sale of securities or other investment products by any of the Fall Line Funds. Please refer to Item
    14 A. - Economic Benefits Received from Third Parties for information on other types of compensation
    that Fall Line may receive with respect to investments by the Fall Line Funds.

    Any transaction-related fees, such as break-up fees, director fees and monitoring fees, received by the
    Firm in connection with a client’s investments will reduce the Management Fees charged to such client.

Types of Clients

    Fall Line provides advice to the Fall Line Funds, each of which is a pooled investment vehicle. The
    Client Investors may include high net worth individuals, corporations, funds of funds, financial
    institutions, endowments, foundations, trusts, estates, sovereign wealth funds, and public and private
    pension and profit-sharing plans.

    Fall Line and/or its affiliates may establish certain alternative investment vehicles, parallel funds and/or
    special purpose vehicles (collectively, “AIVs”) for the purpose of addressing tax, regulatory and/or
    structural issues, and/or facilitating certain investments by one or more Fall Line Funds and/or Client
    Investors. Prospective Client Investors are requested to refer to the Governing Documents of the
    applicable Fall Line Fund for complete details on any AIV that may be established by such Fall Line
    Fund and such fund’s ability to make investments through AIVs.

    Minimum Investment Requirements

    Fall Line requires that each Client Investor in each of the Fall Line Funds be an “accredited investor”
    as defined in Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
    The minimum investment commitment required to participate in a Fall Line Fund varies but is no less
    than $5 million. Fall Line may make exceptions to the minimum in its sole discretion.