[Adviser Letterhead]
August 23, 2006
To the Managers of Old Field Fund, LLC and Old Field Master Fund, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Re: Expense Limitation Agreement
With reference to the Investment Advisory Agreement entered into by
Marwood Alternative Asset Management LLC (the "Adviser") and Old Field Master
Fund, LLC (the "Master Fund") on the 23rd day of August, 2006, and with
reference to the Services Agreement entered into by the Adviser and Old Field
Fund, LLC (the "Feeder Fund" and together with the Master Fund, the "Funds") on
the 23rd day of August, 2006, we hereby notify you as follows:
1. The Adviser agrees to waive its fees, or to pay or absorb the
ordinary operating expenses of the Fund and the Master Fund to the extent
necessary to limit the ordinary operating expenses of the Fund and the Master
Fund, in the aggregate, to 1.70% per annum of the Fund's and the Master Fund's
average monthly net assets ("Expense Limitation").
2. In consideration of the Adviser's agreement to limit the Fund's and
the Master Fund's expenses, the Fund and the Master Fund shall carry forward the
amount of expenses waived, paid and/or absorbed by the Adviser (or its
affiliate) in excess of the Expense Limitation for a period not to exceed three
years from the end of the fiscal year in which they were incurred and will
reimburse the Adviser (or its affiliate) such amounts. Reimbursement shall be
made as promptly as possible, but only to the extent it does not cause the
Fund's ordinary operating expenses to exceed the Expense Limitation.
3. This Expense Limitation Agreement shall remain in effect until
terminated by the Adviser, the Fund or the Master Fund upon sixty (60) days'
prior written notice to the other party.
4. The expense limitation arrangement set forth above for each of the
Funds may only be modified by a majority vote of the "non-interested" Managers
(as defined under the Investment Company act of 1940, as amended (the "1940
Act") of the Funds affected.
5. We understand and intend that you will rely on this undertaking in
preparing and filing the Registration Statements on Form N-2 for the above
referenced Funds with the Securities and Exchange Commission, in accruing each
Fund's expenses for purposes of calculating its net asset value per share and
for other purposes permitted under Form N-2 and/or the 1940 Act, and expressly
permit you to do so.
Very truly yours,
MARWOOD ALTERNATIVE ASSET MANAGEMENT LLC
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President
ACCEPTED AND AGREED TO ON BEHALF OF:
Old Field Fund, LLC
Old Field Master Fund, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Secretary
