Terra Partners Asset Management Limited

5. Fees and Compensation

The specific manner in which fees are charged by TPAM is established in the relevant confidential private
placement memorandum, explanatory memorandum, prospectus, supplement to prospectus, statement
of additional information, investment management agreement, investment advisory agreement and
other governing documents related to each specific Fund advised by TPAM (the “Governing Documents”).

Typically, fees are to be paid in arrears to TPAM and the Funds’ administrator will deduct the fees from
the Funds’ assets in accordance with the investment management agreements between the Funds and
TPAM.

Asset-based management fees are charged to the Funds within the range of one point two five per cent
(1.25%) to two per cent (2%) per annum on the assets under management. Such management fees are
calculated after the deduction of the expenses allowed by the Governing Documents and paid by the
Funds to TPAM: (i) on a quarterly basis in arrears for WWOF, and (ii) on a monthly basis in arrears for
TGOF and TREF.

The formulas for calculating incentive fees (or carried interest) paid by the Funds to TPAM vary from Fund
to Fund and range from twelve per cent (12%) to twenty per cent (20%). Each Fund’s incentive fees are
charged according to the conditions laid down in the respective Governing Documents and high water
marks or comparable mechanisms. Unless otherwise noted in the Funds’ Governing Documents, incentive
fees are generally calculated on a monthly basis and payable as stipulated in the Governing Documents.

In the event TPAM is terminated pursuant to the terms of the Investment Management Agreement, fees
will be charged on a pro rata basis through the date of termination.

Each Fund managed by TPAM directly pays all expenses associated with that Fund’s Investments and
certain other direct expenses related to that Fund’s operations (the “Operating Expenses”). Such
expenses could include: (i) all Investment and Investment-related expenses (whether or not a given
Investment is consummated), relating to acquisitions, dispositions, restructuring, protection and
valuations of the Investments, charges and expenses for the opening of any accounts, the notarization
and translation of documents, and for the transfer of funds or instructions for delivery of securities by
facsimile, telephone or otherwise; expenses incurred with respect to the retention of third parties to
complete, supplement or assist in performing due diligence by providing services which TPAM itself could
not reasonably be expected to provide (such as the services provided by specialist attorneys, appraisers
or accountants); (ii) legal, compliance, administration and recordkeeping, accounting, auditing, tax advice
and preparation, maintaining and liquidation of the Fund, and other professional expenses not related
directly to providing investment management services to the Fund; (iii) withholding, capital gains tax,
transfer taxes and all other local or federal governmental charges against the Fund (as opposed to against
TPAM or a General Partner, where applicable), or on the purchase or sale of any Investments bought or
sold by that Fund; (iv) the cost of creating, administering, auditing and maintaining (and eventually
liquidating) any special purpose vehicle that may be created by TPAM solely for the purpose of facilitating
Investments by the Fund; (v) fees in connection with depository services and the custody of the Fund’s

assets; (vi) incremental expenses (other than internal TPAM expenses) incurred in liquidating that Fund;
(vii) any D&O, E&O and fraud liability or other insurance for TPAM and/or the General Partners, where
applicable (in some cases, only to the extent that the coverage is consistent with the indemnification
obligations of that Fund); (viii) costs connected with meeting and complying with regulatory requirements
arising from the existence and operation of the Fund, whether such regulations are currently in effect or
those which may be subsequently amended, imposed or implemented in the future; (ix) the annual filing
fees, third-party directors’ fees and corporate secretarial fees of the General Partners, where applicable
(but not of TPAM); (x) expenses incurred in attending Board meetings or meetings of General Partners, as
applicable; (xi) any extraordinary administrative or operating fees and expenses of that Fund or a General
Partner, where applicable e.g., litigation or indemnification expenses (but not of TPAM); and (xii) any other
expense as may be logically implied and/or reasonably expected by and from the general categories
outlined above and/or which arise subsequent to the issuance of the Governing Documents due to
changes in laws or regulations (including new requirements for additional fund-related regulatory filings),
changes in interpretations of existing provisions or developments in technology.

To the extent that a Fund uses or shares services with other businesses that may be conducted, or other
accounts or funds managed, by TPAM, a General Partner (where applicable), any of their respective
affiliates and any of their respective current or former controlling persons, officers, directors, partners,
shareholders, members, managers or employees), such expenses will be allocated and charged to that
Fund and such accounts in such manner as TPAM deems fair and equitable (each client / Limited Partner
will be entitled to review such allocations upon reasonable request).

The Funds, and in certain cases TPAM, will have the discretion to enter into agreements with certain
Investors that provide for terms of investment that are different and more favorable to such investors
than the terms described in the Fund’s Governing Documents to the extent permitted by applicable law
(collectively, “Side Letters”). Terms in such Side Letter may include, but are not limited to: (i) the waiver,
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