Lewis & Clark Equity Partners LLC

Item 5. Fees and Compensation

Management Fees

As compensation for investment advisory services provided by L&C Partners to each L&C
Partners Fund, each such Fund pays an annual management fee to its general partner, each of which
is majority-owned by L&C Partners. As compensation for the investment advisory and general
partner services provided by L&C VC to each L&C VC Fund, each such Fund pays to L&C VC
an annual management fee. As compensation for the investment advisory services provided by
L&C AgriFood Mgt to each L&C AgriFood Fund, each such Fund pays an annual management
fee to its general partner. In each case, management fees are typically payable by a Fund quarterly,
in advance, and are deducted by the Fund’s general partner directly from the applicable Fund’s
assets. The specific fee rate, payment terms, and other conditions of a Fund’s management fee are
set forth in the Fund’s Governing Documents, side letters and/or fee agreements. Management fees
will differ from one Fund to another, as well as among investors in the same Fund.

Upon termination of an Adviser’s services to a Fund, appropriate treatment, including, where
applicable, returning prepaid management fees on a prorated basis, will be given to all management
fees collected in advance. The management fee may be reduced in some circumstances in
connection with the receipt by an Adviser or its related persons of various fees paid by or with
respect to actual or prospective portfolio companies. The management fee is generally subject to
waiver or reduction by the Fund’s general partner in its sole discretion, including in connection
with investments made by an Adviser or its related persons.

In addition, please see Item 6 below regarding “carried interest” that each Fund may pay to an
affiliate of its Adviser. Certain Fund investors negotiate Fund terms (including management fees
payable and carried interest terms) through negotiation of side letter agreements.

Other Fees and Expenses

Organizational Expenses. Subject to its Governing Documents, each Fund pays or reimburses its
Adviser or general partner for the Fund’s organizational, offering and startup expenses. These
expenses include legal, travel, accounting, filing, capital raising and other expenses, and the Fund’s
Governing Documents provide for a cap on these expenses.

Operating Expenses. Subject to its Governing Documents, each Fund pays (or reimburses its
Adviser or general partner for) all costs and expenses related to its operations (“Operating
Expenses”). In certain circumstances, and subject to the Fund’s Governing Documents, certain of
these Operating Expenses are paid or reimbursed by portfolio companies of the Fund.

The Operating Expenses paid by a particular Fund are set forth in the Fund’s Governing Documents
and/or side letters, and include, without limitation, the following fees and expenses: (in)
management fees paid to the Fund’s Adviser; (ii) fees, costs and expenses related to the
identification, evaluation, negotiation, acquisition, due diligence, restructuring, closing, holding,
monitoring and disposition of Fund investments (whether or not consummated) and other assets,
including, without limitation, travel expenses, commissions or brokerage fees or similar charges
and other similar third-party expenses in connection therewith, to the extent not borne or
reimbursed by a Fund portfolio company or a potential portfolio company; (iii) expenses related
to organizing and maintaining entities, including holding companies, through or in which Fund
investments are be made (iv) expenses of the Fund’s advisory committee; (v) legal, auditing,
consulting, administration, accounting and other professional expenses (including expenses
associated with the preparation of the Fund’s financial statements, tax returns and Schedule K-1s
and other reporting and providing information to investors); (vi) insurance premiums related to
indemnification of the Adviser and its affiliates against any liability related to investments in
portfolio companies and operation of the Fund, including the cost of key-man life insurance on
certain key Adviser executives, and directors’ and officers’ liability insurance; (vii) all third party
expenses in connection with transactions not consummated; (viii) indemnification and indemnity
contributions or reimbursement obligations of the Fund as set forth in the Fund’s Governing
Documents; (ix) taxes or government charges; (x) principal, interest and other fees, charges and
costs associated with permitted borrowing and guarantees; (xi) bank and custodial fees; (xii) costs
of any investigation or proceeding involving Fund activities as set forth in the Governing
Documents; and (xiii) costs and expenses for terminating, dissolving and winding up the Fund.

Although the Advisers do not generally use broker-dealers for transaction-related services, in the
event that an Adviser chooses to use a broker-dealer for limited purposes relating to a Fund, the
Fund will incur brokerage and other transaction costs. For additional information regarding
brokerage practices, please see Item 12, below.

Allocation of Fund Operating Expenses. To the extent that any Fund’s Operating Expenses also
benefit a parallel fund or feeder fund, in each case managed or sponsored by an Adviser or an
affiliate, subject to the Fund’s Governing Documents, such expenses will generally be shared by
the Fund and any such parallel funds and/or feeder funds on a pro rata basis based on the relative
capital contributions to the Fund and the relative capital contributions to such other investment
vehicle or investment vehicles, as applicable, or in such other manner as the applicable Adviser
considers fair and equitable under the circumstances. The Advisers endeavor to allocate such fees,
costs, and expenses on a fair and equitable basis over time.

In addition, and subject to the Fund’s Governing Documents, an Adviser will use reasonable efforts
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Item 7. Types of Clients

L&C Partners currently provides investment advisory services to the L&C Partners Funds, subject
to the discretion and control of each such Fund’s general partner. L&C VC currently provides
investment advisory and general partner services to the L&C VC Funds. Investment advice is
provided by an Adviser directly to the applicable Fund, and not individually to the limited partners
in the Fund. L&C AgriFood Mgt currently provides investment advisory services to the L&C
AgriFood Funds. Investment advice is provided by an Adviser directly to the Fund, and not
individually to the limited partners in the Fund.

Conditions for investing in each Fund, including minimum investment amounts and investor
qualification requirements, are stated in the Fund’s Governing Documents. Each Fund’s general
partner has discretion to lower or waive the Fund’s minimum investment amount.