Open Field Capital LLC

Item 5 Fees and Compensation
Separate Accounts

As compensation for its investment advisory services, separate account clients are charged a
management fee based on the client's assets under management. Management fees are individually
negotiated with each client, but the "standard fee" charged by Open Field is 1% of per annum of the
value of assets under management. Fees are generally calculated based on the average month-end
values for the calendar quarter (e.g., for the quarter ended March, the average of the month-end
values of December, January, February and March) and paid quarterly in arrears. Pro-rata
management fee refunds are not provided for terminated separate accounts.

Separate Account clients who select a Private Equity mandate are also be charged a performance fee
based on the appreciation in the value of the client's portfolio. Although Open Field does not have a
standard fee schedule, and performance fees are individually negotiated with each client, performance
fees generally would be expected to amount to 20% of net realized gains. Performance fees (also
known as carried interest) may be calculated based on absolute performance or may include a high
water mark or other benchmark that must be exceeded before performance fees are earned. Open
Field may only charge performance fees to clients that are "qualified clients" under SEC Rule 205-3
under the Advisers Act.

The specific manner in which fees are charged by Open Field is established in a client's written
investment management agreement with Open Field. An invoice will be sent directly to such client and
will be due in full upon receipt. Management and advisory fees may be prorated for significant capital
contributions or withdrawals made during the applicable calendar quarter. Open Field has no authority
to deduct fees from any of its separate client accounts.

Pooled Investment Vehicles

Pooled Investment Vehicles For advisory and management services provided to ETF II and ETF III, Open
Field's advisory and management fees are 2.0% per annum of the total unrecovered capital contributed
during the fund's Investment Period at each quarter end, paid in advance quarterly. Open Field, as the
Investment Manager, issues an invoice to the private funds' fund administrator to bill the private funds for
the management fees. In addition to the foregoing fees, investors will bear indirectly other fees and
expenses charged to the fund (as specifically detailed in the relevant PPM), as well as directly bearing a
20% carried interest on net profits, which will be paid to Open Field. For advisory and management services
provided to the SPVs, Open Field charges a one-time 1.5% management fee up front. This 1.5%
management fee is also called an expense reserve fee. The SPVs' members will bear no additional fees or
expenses, except for a 20% carried interest on net profits, which will be paid to Open Field. The SPVs'
operating expenses will generally be borne by Open Field. Open Field's employees are not charged any
management fee or carried interest on their investments in ETF II and, ETF III or the SPVs. The specific
manner in which fees are charged by Open Field is set forth in the Private Placement Memorandum for ETF
II, ETF III and the SPVs.

Open Field receives no fees or compensation for providing advisory and management services to
OFPP, a private equity pooled investment vehicle client.

Model Portfolios

Open Field receives quarterly asset-based fees at an annual rate of 0.5% of the aggregate assets in
specified portfolios, which are managed by Palumbo Wealth Management. Open Field Capital is a sub
advisor to Palumbo Investment Management. Based on the asset values of the portfolios, provided by
Palumbo Investment Management, at the end of each calendar quarter Palumbo issues an invoice to
Pershing Investor services who then deducts the fees from the individual accounts and issues a check to
OFC. The holdings in these portfolios are based upon the OFC Long Only Composite index. The OFC Long
Only Composite Index is derived from the aggregate of all the separate account Long Only portfolios of
publicly traded holdings that Open Field manages on a discretionary basis. The percentage of each equity in
the OFC Long Only Composite Index is replicated in the Palumbo Investment Management accounts. All
changes to the composition of the OFC Long Only portfolio are duplicated on a contemporaneous basis.

Other Fees and Expenses

Open Field's fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which will be the responsibility of the client. Clients will also incur additional charges
directly imposed by custodians, brokers, third party investment and other third parties such as
custodial fees, deferred sales charges, transfer taxes, wire transfer and electronic fund fees, and other fees
and taxes on brokerage accounts and securities transactions.

Such charges, fees and commissions are exclusive of, and in addition to, Open Field's management
fee and any performance fee and Open Field shall not receive or bear any portion of these
commissions, fees, and costs.

Item 12 further describes the factors that Open Field considers in selecting broker-dealers for client
transactions and determining the reasonableness of their compensation (e.g., commissions). Open
Field has complete discretion in selecting broker-dealers to execute client transactions.

Item 7 Types of Clients
Open Field offers to provide portfolio management services to high net worth individuals, family offices,
corporate pension and profit-sharing plans, endowments, institutions, pooled investment vehicles,
trusts, and other U.S. and international institutions. Open Field provides non-compensated investment
advisory services to one pooled investment vehicle, OFPP. Open Field also acts as the investment
manager of ETF II, of ETF III and of the SPVs. OFPP is only available to family, friends and associates
of Open Field principals. Open Field provides model portfolios to SEC registered investment advisors.

The minimum account size for a separate account is $10,000,000, which may be waived by Open Field
in its sole discretion. Accounts of related parties may be aggregated to reach the minimum.