Proterra Investment Partners LP

Fees and Compensation
General

Proterra typically receives compensation from fees based on a percentage of assets under
management, carried interest allocations and certain other fees or expenses related to transactions,
all in accordance with the relevant Offering Documents. Proterra generally deducts fees and
expenses directly from the Funds, and the investors’ capital accounts are reduced by the amount of
such fees and expenses, as applicable. In certain circumstances, the fees payable to Proterra are
negotiable or waived. All investors and prospective investors should review the Offering
Documents of the Private Funds in conjunction with this brochure for complete information on the
fees and compensation payable with respect to the Private Funds.

Management Fee

The investors in each Fund pay Proterra a management fee (the “Management Fee”), calculated and
payable quarterly in advance, at an annual rate generally ranging from 1.0% to 2.0% of either the
investor’s capital commitment or invested capital, as appropriate and defined in the Funds’ Offering
Documents. As previously mentioned, Proterra reserves the right to defer or waive all or any portion
of any management fee payable by the Fund. The management fee is calculated and paid in
accordance with the Fund’s Offering Documents.

Proterra RTL SMA client fee schedules can be negotiated and as such will vary based upon a variety
of factors including the type of client mandate, services provided, investment amount and other
factors as may be agreed with the particular Proterra RTL SMA client.

Administration Fee

Some investors in co-investment vehicles pay Proterra or one of its subsidiaries a one-time
administration fee to cover certain costs incurred in administering the Fund. The administration fee
is a negotiated fee, based in part on the investor’s capital commitment. As with the management
fee, Proterra reserves the right to defer or waive all or any portion of the administration fee.

Carried Interest

Proterra generally receives performance-based fees from the Private Funds consistent with the terms
of the respective Offering Documents. Typically, the performance fee received from the Funds is
a percentage of the cash flows received by each Fund after an initial investment and realization
period as defined by the Offering Document (the “Carried Interest”). Proterra may begin charging
the carried interest once the distribution of cash flows has provided each investor in the Fund with
the return of the investor’s capital contribution and a preferred return. The specific terms governing
the calculation of the carried interest and the use and distribution of cash flows, which may vary
between Funds, are described in more detail in the relevant Offering Documents.

Other Fees and Expenses

Each Fund is typically responsible, pursuant to the terms of its Offering Document, for their ongoing
direct, administrative, operating and other permissible expenses. These expenses may be incurred
either directly by the Fund or, in some instances, Proterra will incur the expense and obtain
reimbursement from the Fund. The direct expenses incurred by each Fund vary depending on the
nature of the operations and activities of the Fund and are described in detail in each Fund’s
respective Offering Documents.

Other Compensation

From time to time, in connection with investments made by the Funds, Proterra or its affiliates or
employees may receive a fee or cash compensation from a portfolio company or a proposed
portfolio company, as well as a director’s fee, a monitoring fee, or a consulting fee. In addition,
Proterra or a related party may receive a transaction fee, advisory fee, underwriting fee or success
fee in connection with an investment in a portfolio company. To the extent that Proterra receives
any such compensation, all of such fees are generally shared with the respective Fund through
offsets against the management fee (except to the extent that retention of any such fee is allowed
under the Offering Documents or has been approved by the Fund’s Investors in accordance with the
Offering Documents). Investors are requested to refer to the Offering Documents of each Fund for
complete information on the additional compensation received by Proterra or its affiliates or
employees in connection with the Funds’ investments.

Performance-Based Fees and Side-by-Side Management
As described in the Fees and Compensation section above, Proterra is entitled to be paid
performance-based compensation by the Funds in the form of carried interest. Carried interest is
considered performance-based fees as it is based on a share of capital gains on the assets of a Fund.

An adviser charging performance-based fees to some accounts faces a variety of conflicts because
the adviser can potentially receive greater fees from its accounts having a performance-based
compensation structure than from accounts charged a fee that does not relate to performance (e.g.,
an asset-based fee). As a result, the adviser may have an incentive to direct the best investment ideas
to, or to allocate or sequence investment transactions in favor of, an account that pays a
performance-based fee over an account that does not, or an account with a more lucrative
performance-based fee structure, or an account in a position to pay more overall performance-based
fees based on the overall performance of the account. However, Proterra has limited its incentive to
favor certain Funds since all Funds managed by Proterra (excluding co-investment vehicles which
may invest with or alongside the Funds) are subject to both carried interest and management fees
and limited overlap in investment periods and investment opportunities among Funds is expected
to occur in practice.
The fact that Proterra is compensated based on a share of capital gains on the assets of the Funds,
however, may create an incentive for Proterra to make investments on behalf of the Funds that are
...

Types of Clients
Proterra provides investment advisory services to its Private Funds based on the particular
investment objectives and strategies described in the applicable Fund’s Offering Document.
Investors in the Proterra Funds include corporations, pension plans, sovereign wealth plans,
endowments and foundations, private wealth management firms, fund-of-funds, insurance
companies, other business entities and high net worth individuals that meet eligibility, suitability
and minimum investment requirements, including the proprietary assets of Cargill, former Black
River employees, Proterra and knowledgeable Proterra employees.

As mentioned in the Advisory Business section above, the shares or interests in the Private Funds
are not registered under the Securities Act of 1933, and the Private Funds are not registered under
the Investment Company Act of 1940. Accordingly, interests in the Private Funds are offered and
sold exclusively to sophisticated investors satisfying certain eligibility and suitability requirements
either in private transactions within the United States or in offshore transactions with non-U.S.
Investors. Additionally, each Private Fund imposes a minimum investment requirement with no
Fund having a minimum investment that is less than $250,000 (unless waived in certain
circumstances at the discretion of Proterra). The applicable eligibility, suitability and minimum
initial investment requirements are described in more detail in the Offering Documents of each
Private Fund.

Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies

Proterra implements a broad range of investment strategies through various Private Funds and
generally employs proprietary investment strategies based upon fundamental research. Investment
ideas and information are generated internally through various Proterra or affiliated sources of
expertise and market information and externally through an extensive network of industry
professionals who may provide research or other information in support of our investment analysis.
Depending on the strategy implemented, Proterra may consider broader macro-economic and geo-
political analysis of world markets and economies, including, but not limited to, general or specific
economic indicators, inflation rates, trends in international trade, energy and commodity production
and supply, foreign exchange trends, governments’ political, fiscal and monetary policies, market
liquidity measures, supply and demand measures of industries, sectors and products, assessment of
the general market appetite for risk and investment in various financial instruments and products,
and other measures we believe are relevant to identifying and assessing available investment
opportunities.

Proterra implements investment strategies through private equity and private credit fund structures.
Proterra’s primary investment strategies focus on food and agribusiness:

       •   Farmland – Pursues relative value investments in operating farmland and
           infrastructure based on our view that rising food demand calls for an increase in
           farmland as well as increased investment in existing farmland.
       •   Credit – Provides financing (unitranche, cash-flow and asset-based loans) to North
           American middle-market food companies, including in partnership with senior lenders
           in the industry.
       •   Proterra Asia – Focuses on investing into growth stage companies across the entire
           food value chain, ranging from production to processing and distribution, serving
           rising consumer demand for food across Asia.
       •   Growth Equity – As a registered Rural Business Investment Company (RBIC),
           pursues growth equity investments into emerging, high growth food/ag companies in
           rural America.
       •   Sustainable Agriculture – Pursues equity investments in sustainable agriculture,
           targeting small and middle-market agribusiness companies in the United States for
           what we believe to be profitable, stable, and certifiable investment projects.
       •   Asset Based Lending – Focuses on asset-based lending opportunities in the United
           States Housing market.

The investment objectives, strategies and risks specific to each of the Private Funds managed by
Proterra are set out in the respective Fund’s Offering Documents provided to investors. Unless
otherwise restricted in the Offering Document, each of the Private Funds generally has the flexibility
to pursue a wide range of strategies and investment instruments. Investors and potential investors
should understand that the investment objectives and strategies implemented by the Private Funds
are generally speculative and involve a substantial degree of risk. There can be no assurance that
any Private Fund will achieve its objectives, and investors could lose all or substantially all of their
investment.

Certain Material Risks

Investing in securities generally, and investing in the Funds, involves substantial risk of loss that
investors should be prepared to bear. The task of identifying investment opportunities and managing
private equity investments is difficult. There can be no assurance that the Funds will be able to
make and/or realize any particular investment or that the Funds will be able to generate returns for
their investors. The marketability and value of any such investments will depend upon many factors
beyond the control of the Funds. In addition, there can be no assurance that any investor will receive
any distribution from the Funds.

Investors in the Funds should carefully consider, among other factors, the following material risks
involved with Proterra’s investment strategies. Investors in the Funds are requested to refer to the
Offering Documents of the Funds for additional information on these risks and other risks. The
...