Amerra Capital Management LLC

Item 5 Fees and Compensation
Typically AMERRA is compensated with a management fee by the Partnerships and by
Clients holding managed accounts for providing investment management services.
Management fees are generally payable quarterly in advance and are payable on a prorated
basis for any period that is less than a full quarterly period. In certain circumstances we are
also entitled to carried interest (see below in Item r and Item 6).

The precise amount of, and the manner and calculation of, the management fees payable with
respect to each client are negotiated on a vehicle-by-vehicle basis, depending upon the size of
their commitments, the timing of those commitments, and other factors negotiated between
the investors and AMERRA, and are set forth in the relevant Governing Documents. Different
Partnerships are subject to different advisory fees as compensation for the investment advisory
services rendered to the applicable client.

The management fee paid by the Private Equity Fund for any quarter is 0.50% (i.e., 2.0% per
annum) of the aggregate amount of the capital commitments of the Private Equity Fund
through the end of the Private Equity Fund’s investment period and 0.50% (i.e., 2.0% per
annum) of the aggregate amount of the funded contributions of the Private Equity Fund after
the end of the Private Equity Fund’s investment period. The management fee paid by the
Domestic Funds and the Offshore Funds for any quarter is 0.4375% (i.e., 1.75% per annum)
of the aggregate amount of the capital commitments of each such Partnership through the end
of the investment period for such Partnership, and 0.4375% (i.e., 1.75% per annum) of the
aggregate amount of the funded contributions of each such Partnership after the end of such
Partnership’s investment period. However, with respect to AMERRA Agri Fund III, L.P. and
the AMERRA Agri Offshore Fund III, L.P., the management fee on unfunded capital
commitments of such Partnerships for any quarter through the end of the investment period is
0.3125% (i.e., 1.25% per annum). To the extent the management fees are payable by the
Offshore Feeders, no fixed fees are charged by any master fund related to the Offshore Funds.
Management fees are charged directly to the Partnerships. Each Partnership may enter into
separate agreements, commonly referred to as “side letters,” to change the management fees
applicable to certain investors (please see “Types of Clients” below).

The Partnerships are also subject to a carried interest of 20% of profits on distributions derived
from the disposition of investments or securities, with a preferred return of up to 6% per
annum for the Domestic Funds and Offshore Funds and up to 8% per annum for the Private
Equity Fund.

In addition, AMERRA and/or the General Partner, in its sole discretion, has in the past and
may in the future waive, reduce or rebate all or a portion of the management fee and/or carried

interest and interest thereon in respect of any limited partner. No such waiver, reduction or
rebate for the benefit of any limited partner will entitle any other limited partner to such
waiver, reduction or rebate.

Detailed information regarding the fees charged to the Partnerships is provided in each
Partnership’s Governing Documents. In addition to management fees and carried interest,
limited partners of the Partnerships will bear indirectly the fees and expenses charged to the
Partnerships. Those fees and expenses will vary, but typically will include fees associated with
making or selling portfolio investments, legal and accounting fees, taxes, commissions and
brokerage fees, registration expenses, fees to government regulatory agencies, the cost of
directors’ and officers’ liability insurance and other expenses, such as litigation expenses,
broken deal expenses, or travel expenses and any other lodging, meals, or entertainment
related to the activities and operations of the Partnership as described in the Governing
Documents. Investors should review all fees charged by AMERRA, its affiliates, and others
to fully understand the total amount of fees to be paid by the Partnerships and, indirectly, their
limited partners.

Limited partners of the Partnerships are not permitted to make voluntary withdrawals. Limited
partners of the Partnerships may be subject to compulsory withdrawals in the event the
General Partner reasonably believes that such limited partner subscribed for a Partnership
interest on the basis of a misrepresentation, or such limited partner’s investment would put
the General Partner, the Partnership, AMERRA or other limited partners at a material tax,
legal, regulatory or pecuniary disadvantage. In such event such limited partner would receive
the value of its Partnership interest, which will be determined by the General Partner in its
sole discretion. The General Partner may cause the Partnerships to pay such amounts in cash
or in kind.

The management fee and carried interest paid by Clients other than the Partnerships are
negotiable and not subject to any standard fee schedule.

Either AMERRA or the Client (other than any Partnership) may terminate its respective
investment management agreement per the terms negotiated therein. Notice of termination
must be given to the other party in writing. Upon termination, the fees charged for investment
management services will be pro-rated, and a refund for any unearned fees will be issued.
Each Client (other than any Partnership) is responsible to pay for services rendered until the
termination of its respective investment management agreement.

Item 7 Types of Clients
AMERRA provides investment management services to the Partnerships and institutional
clients through separately managed accounts and other investment vehicles.

Each Partnership operates as a pooled investment vehicle intended to provide management
expertise and other advantages to its investors. The minimum capital commitment for a limited
partner of each Partnership is $1 million; however, AMERRA and/or the General Partner
maintains discretion to accept less than the minimum investment threshold. In addition, each
Partnership has in the past and may in the future enter into separate agreements, commonly
referred to as “side letters”, with certain investors, to waive certain terms, or allow such
investors to invest on different terms than those specifically described in the offering
documents. Under certain circumstances, these agreements could create preferences or
priorities for such investors with respect to other limited partners.

Investors will be required to make certain representations when investing in a Partnership,
including but not limited to that (i) they are acquiring an interest for their own account,
(ii) they received or had access to all information they deem relevant to evaluate the merits
and risks of the prospective investment and that (iii) they have the ability to bear the economic
risk of an investment in the Partnership. Each investor will be furnished with a copy of the
applicable Agreement of Limited Partnership.