Optimist Ventures LLC

Item 5 - Fees and Compensation

      The fees and compensation payable to Optimist and the manner in which they are charged
      is set forth in each Fund’s Governing Documents. Optimist typically charges a management
      fee based on an annualized rate applied to a Fund investor’s capital commitments and/or
      invested capital. Optimist typically deducts these management fees from the Fund on a
      quarterly basis in advance, or as otherwise set forth in the Governing Documents. Optimist
      will pro-rate management fees when services are provided for less than a full quarter. The
      general partner for each Fund, which is affiliated with Optimist, can also earn carried
      interest, which is discussed below in Item 6 and Item 10.

      Fees and other compensation are negotiable in certain circumstances and arrangements
      with any particular investor or Fund may vary. Although Optimist believes its fees are
      competitive, lower fees for comparable services may be available from other investment
      advisers.

      In addition to the management fees and carried interest, a Fund may also pay costs and
      expenses associated with the Fund as Optimist reasonably determines to be necessary,
      appropriate, advisable or convenient to carry on its business and realize its objective. The
      following is a description of expense categories generally charged to each Fund (which
      may differ across the Funds): (i) all general investment expenses (e.g., investment-related
      expenses, including travel and due diligence expenses); (ii) all administrative, legal,
      accounting, auditing, record-keeping, tax form preparation, compliance, custodial and
      consulting costs; (iii) fees, costs and expenses of third- party service providers that provide
      services to a Fund; and, (iv) any extraordinary expenses, among other expenses. All such
      applicable costs and expenses are disclosed in a Fund’s Governing Documents.

      The management fee, incentive fee and expenses are exclusive of brokerage commissions,
      transaction fees and other related costs and expenses incurred by the Funds. Optimist shall
      not receive any portion of these commissions, fees and costs. Please see Item 12 of this
      Brochure for more information about the Firm’s brokerage arrangements for the Funds.

Item 7 - Types of Clients

       Optimist currently provides investment advice and management to the Funds. The Funds
       are not registered or required to be registered under the Investment Company Act of 1940;
       are not made available to the general public; their securities are not registered or required
       to be registered under the Securities Act of 1933, as amended (“Securities Act”); and Fund
       interests are privately placed to certain qualified investors. Investors in each Fund must
       meet eligibility criteria and are subject to certain withdrawal requirements and limitations.
       Qualified investors include individuals or entities to which Fund interests are permitted to
       be sold, which generally includes individual who meet certain net worth, income and/or
       financial sophistication requirements, and entities with a certain amount of assets.
       Prospective investors are encouraged to thoroughly review the Governing Documents for
       the relevant Fund, which sets forth all of the relevant terms of the Fund terms in detail.
       There is no minimum investment required to invest in a Fund.