ACM Management Company LLC

ITEM 5. FEES AND COMPENSATION

Management Fees

AC receives management fees for management of the Funds. AC may also receive performance-based fees.
Management fees are typically 1.75% of either capital commitments or the cost basis of the assets. We deduct our
fees from the assets of the applicable Fund on a quarterly basis in accordance with the Fund's governing documents.
We may reduce or waive our management fee at our discretion.

If we were to terminate our management of one of our Funds that pays us a management fees in advance, we would
refund to that Fund a pro rata portion of any prepaid management fees, based on the number of days between the
termination and the end of the prepaid quarter.

Fees and Expenses Payable to Third Parties

The Funds pay expenses to unaffiliated third parties in addition to the fees we and our affiliated companies receive
as discussed above. For example, the Funds pay fees and expenses to third parties, such as real estate brokerage
commissions, transaction costs, audit fees, and fund administration fees. The Funds may also pay third parties other
fees and expenses incurred in connection with certain portfolio transactions, such as for legal and accounting
services. This is further outlined in each Fund's governing documents.

Types of Clients

Our clients include the Funds, as discussed in Item 4 above. Investors in the Funds are accredited investors under
Regulation D under the Securities Act of 1933, as amended. Additionally, from time to time AC and its affiliates may
engage in advisory services for select agribusiness clients.

Fund Investor Limitations

We limit the number and types of investors permitted to invest in the Funds. The Funds offer their securities only in
private placement transactions. Our Funds qualify for exemptions under the Investment Company Act of 1940 and
the securities issued by our Funds qualify for exemptions under the Securities Act of 1933 and the Securities
Exchange Act of 1934 and rely on Rule 506 under Regulation D.

Minimum Investment Requirements

We generally do not impose a minimum asset size on the Funds before they commence business. However, we may
require a minimum investment by investors in the Funds, as specified in each Funds' governing documents. We
reserve the right, in our discretion, to reduce the minimum investment requirement for any investor.

Restrictions on Investment Withdrawals from Our Funds

We impose substantial restrictions on investor withdrawals from the Funds, as described in the applicable Fund's
governing documents. If we grant a waiver, we may require the withdrawing investor to pay any transaction and
other costs that are incurred as a result of the early withdrawal. We may waive certain notice requirements in our
sole discretion.

Side Letters

We may enter into agreements that alter or supplement an investor's economic, legal, or other rights or obligations
with respect to such investor's investment in the Fund (commonly referred to as "side letters"). Such agreements
may involve, among other matters, (i) reduced Management Fees for certain investors, and (ii) certain investors'
receiving information not ordinarily received by investors generally.