Terracap Management LLC

Item 5: Fees and Compensation
We receive both a management (or advisory) fee, based on the capital commitments or capital under
management, whichever is greater, in each respective Fund, and an incentive allocation for managing each
Fund.

TerraCap Partners III, TerraCap Partners IV, and TerraCap Partners V funds collects a management fee of
1.5% per year calculated against each one of the Fund’s aggregate invested capital under management
during the Fund’s investment period.

TerraCap Partner VI collects a management fee of 1.5% per year calculated against the Fund’s aggregate
committed capital under management during the investment period and 1.5% per year on invested capital
thereafter.

In all cases, the management fee is payable quarterly in advance based on the capital commitments or
invested capital under management as of first day of the calendar quarter. All performance and
management fees may vary depending upon investor, strategy and fund structure. Investment
management and performance fees may be negotiable depending on product types.

As the manager of pooled investment vehicles, each investor irrevocably appoints us as an attorney-in-fact
with authority to establish, manage and maintain all bank, mutual fund and securities brokerage accounts
as needed for the purposes of the Funds’ investments. In this capacity, we have the authority to withdraw
the management fees, carried interest, expenses and capital from each Fund’s bank account.

For qualifying investors, each respective General Partnership of a fund receives a carried interest in the
Fund generally equal to 20% of the profits generated by the Fund after the investors have received
aggregate distributions from the Fund equal to their total capital contributions and preferred return
(typically 8% per annum). Certain agreements are entered into with initial investors that decrease the
Fund’s carried interest rate with respect to that investor (see Side Letters).

If, following the dissolution, winding up and termination of the current Funds and the distribution of all or
substantially all of the Funds’ assets, distributions of Carried Interest to the General Partner have been
made with respect to any Limited Partner and either (i) the excess of (A) the cumulative distributions to
such Limited Partner of Investment Proceeds, over (B) the aggregate amount of Capital Contributions made
by such Limited Partner (the amount of such excess being the “Cumulative Net Distributions” with respect
to such Limited Partner) do not represent at least the Preferred Return, or (ii) the aggregate distributions
of Carried Interest to the General Partner with respect to such Limited Partner exceeds 20% of the sum of
(A) the Cumulative Net Distributions with respect to such Limited Partner, and (E) the aggregate
distributions of Carried Interest to the General Partner with respect to such Limited Partner (such excess,
the “Excess 20% Amount”), in each case determined after giving effect to all transactions through the
Clawback Determination Date, then the General Partner shall be obligated to return or cause to be paid

                                                                                     TerraCap Management, LLC
                                                                                             Form ADV Part 2A
                                                                                               March 27, 2026

promptly to the Fund, an amount equal to the lesser of (I) the Final Clawback Amount (as defined below)
with respect to such Limited Partner and (II) the After-Tax Amount of the aggregate distributions of Carried
Interest to the General Partner with respect to such Limited Partner. This clawback provision is presented
in more detail in each current Fund’s Private Placement Memorandum (“PPM”).

These fees will be reduced or adjusted by agreement in limited circumstances.

The Firm deduct management fees and other applicable expenses directly from the assets of the Funds
pursuant to the governing documents.

 Other Costs Involved
In addition to our management fees explained above, each Fund bears organizational and operational
expenses, including but not limited to certain expenses associated with its investments, legal, accounting,
administrative, and other fund-related expenses as more fully described below and in the governing
documents.. These fees include day-to-day administrative and operating expenses of the Fund, including
due diligence expenses associated with potential investments, fees and expenses of real estate sponsors,
and fees and expenses of developers and property managers. Additional details related to these costs are
provided in the Funds’ PPM.

The Fund will pay, or reimburse the General Partner and the Investment Manager (and their respective
affiliates) for, all Operating Expenses incurred by any of them on behalf of the Fund. The General Partner
generally expects to allocate Operating Expenses among Investors in proportion to their Capital
Commitments. Notwithstanding the foregoing, if the General Partner determines that it is equitable to
specially allocate any Operating Expenses to an Investor or group of Investors, the General Partner will have
the authority to make that allocation. Operating Expenses include, among other items, the following fees
and expenses relating to the business and investment activities of the Fund: (a) administrative expenses
related to the operation of the Fund, including the fees and expenses of accountants, lawyers, third-party
administrators and other professionals and service providers incurred in connection with the Fund’s annual
audit, data processing, investment-level management and servicing, Funding Notices, Investor
recordkeeping, legal, compliance, financial reporting, legal opinions, tax planning, tax projections, tax
strategy and tax return preparation, as well as the expenses associated with the preparation and
...

Item 7: Types of Clients
We provide investment advice solely to the Funds, which are pooled investment vehicles. Investors are
required to commit to invest a minimum of $1,000,000 in ; TerraCap Partners III (Institutional), LP; TerraCap
Partners IV (Institutional), LP; TerraCap Partners V (Institutional), LP and TerraCap Partners VI (Institutional),
LP, and $250,000 in TerraCap Partners III (HNW), LP; TerraCap Partners IV (HNW), LP; TerraCap Partners V
(HNW), LP and TerraCap Partners VI (HNW), LP; however, we can waive this minimum in our sole discretion.
The Funds accept only accredited investors and qualified clients.

                                                                                  TerraCap Management, LLC
                                                                                          Form ADV Part 2A
                                                                                            March 27, 2026