Old Vine Capital LLC

Item 5       Fees and Compensation

                        INVESTMENT SUPERVISORY SERVICES
                     INDIVIDUAL PORTFOLIO MANAGEMENT FEES

Our annual fees for Investment Supervisory Services are based upon a percentage of assets
under management and generally range from .75% to 1.00%.

The annualized fee for Investment Supervisory Services are charged as a percentage of assets
under management, according to the following schedule:

              BILLABLE ASSET VALUE                                   ANNUAL FEE
              $0.00 - $499,999                                       1%
              $500,000 - $1,000,000                                  .80%
              Over $1,000,000                                        .75%

The fee is waived at our discretion for certain types of securities held in a client’s account that we
do not continuously manage (e.g., low-cost basis stocks/ETFs).

Our fee for non-discretionary advisory services related to alternative investment programs are
charged at a flat annual fee of .75% charged quarterly in advance.

A minimum annual adviser fee of $5,000 is required for our advisory services and will be charged
on a quarterly basis. This minimum fee may be negotiable under certain circumstances. We may
group certain related client accounts for the purposes of achieving the minimum fee requirements.
Pre- existing advisory clients are subject to account requirements and advisory fees in effect at
the time the client entered into the advisory relationship. Therefore, our firm's minimum account
and/or fee requirements will differ among clients.

In the event we select a third-party money manager to manage a portion or all of your assets
under management, the total fees charged by both parties will not exceed 1.5% of assets under
management per year. However, this limitation on fees does not apply to clients participating in
alternative investment programs. In this case, clients will be responsible for all fees and expenses
associated with such programs, in addition to the fees paid to us.

Our fees are billed quarterly, in advance, at the beginning of each calendar quarter based upon
the value (market value or fair market value in the absence of market value) of all assets in
client's account(s) under management on the last trading day of the previous quarter. Fees will be
debited from the account in accordance with the client authorization in the Client Agreement.

Limited Negotiability of Advisory Fees: Although Old Vine Capital, LLC has established the
aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client-
by- client basis. Client facts, circumstances and needs are considered in determining the fee
schedule. These include the complexity of the client, assets to be placed under management,
anticipated future additional assets, related accounts, portfolio style, account composition,
reports, among other factors. The specific annual fee schedule is identified in the contract
between the adviser and each client.

We may group certain related client accounts for the purposes of achieving the minimum account
size requirements and determining the annualized fee.

Discounts, not generally available to our advisory clients, may be offered to family members and
friends of associated persons of our firm.

                            FUND OF FUNDS MANAGEMENT FEES

While Old Vine Capital Venture Allocation Fund, LP has the fund of funds management fee of
1.5% and carried interest of 15%, OVC AI Infrastructure Fund, LP has a reduced Fund of Funds
management fee of 1.25% and carried interest is a waterfall structure with a 7% preferred return
and a 15% max carry.

Further information on the fees, expenses and profit allocations paid by the Fund are set forth in
the Subscription Agreement and Limited Partnership Agreement.

                                FINANCIAL PLANNING FEES

Old Vine Capital, LLC's financial planning services are offered only to portfolio management
clients. There is no charge for these services.

                                  GENERAL INFORMATION

Termination of the Advisory Relationship: A client agreement may be canceled at any time, by
either party, for any reason upon receipt of written notice. As disclosed above, certain fees are
paid in advance of services provided. Upon termination of any account, any prepaid, unearned
fees will be promptly refunded. In calculating a client's reimbursement of fees, we will pro rate the
reimbursement according to the number of days remaining in the billing period.

Mutual Fund Fees: All fees paid to Old Vine Capital, LLC for investment advisory services are
separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their

shareholders or the fees and expenses charged by an alternative investment program. These
fees and expenses are described in each fund's prospectus or alternative investment program
governing documents. These fees will generally include a management fee, other fund expenses,
and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial
or deferred sales charge. A client could invest in a mutual fund directly, without our services. In
that case, the client would not receive the services provided by our firm which are designed,
among other things, to assist the client in determining which mutual fund or funds are most
appropriate to each client's financial condition and objectives.
Accordingly, the client should review both the fees charged by the funds and our fees to fully
understand the total amount of fees to be paid by the client and to thereby evaluate the advisory
services being provided.

Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for
the fees and expenses charged by custodians and imposed by broker dealers, including, but not
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Item 7       Types of Clients

Old Vine Capital, LLC provides advisory services to the following types of clients:

•   Individuals (other than high net worth individuals)
•   High net worth individuals
•   Charitable organizations
•   Pooled Investment Vehicles

Alternative investment programs are limited to accredited investors. Under Rule 501 of Regulation
D (“Rule 501”), an individual is an accredited investor if he or she: (i) has a net worth (along with
his or her spouse) that exceeds $1,000,000 (excluding the value of his or her primary residence);
or (ii) income in excess of $200,000 (or joint income in excess of $300,000 with spouse) in each
of the two most recent years with a reasonable expectation of reaching the same income level in
the current year. An entity is an accredited investor if it: (i) is owned exclusively by accredited
investors; or (ii) is not formed for the specific purpose of acquiring the interest in the fund and has
total assets in excess of $5,000,000.

Generally, investors are allowed to self-certify as accredited investors, and a private fund
manager will be permitted to rely on an investor’s representation that he or she meets the
requirements without any further documentation.