Tillridge Capital Partners LLC

Item 5 – Fees and Compensation

Management Fees

The Fund pays an annual management fee that is payable quarterly in advance. The General Partner makes
capital calls on the Fund’s investors for the amount of management fees and pays the amounts received to
Tillridge, NGP and ECM. As further described in the limited partnership agreements and the Private Placement
Memorandum (“PPM”) of the Fund, Tillridge is permitted to exempt certain affiliated partner investors from
payment of all or a portion of the management fee and/or carried interest. Affiliated partner investors often
include management, personnel and related persons (including strategic advisors and consultants) of Tillridge,
NGP and their respective affiliates.

Under the Fund’s governing documents, the management fee will be calculated and charged on a basis that
generally is not tied to the Fund’s then-current net asset value. As further specified in the Fund’s governing
documents, from the effective date of the Fund through the investment period, management fees generally will
be charged based on a formula tied to the amount of the Fund’s aggregate commitments or invested capital less
certain amounts realized, disposed of or permanently written down or written off (such permanently written
down or written off investments referred to in this document as, “Impaired Value Investments”). After the

Fund’s investment period, management fees generally will be charged and calculated based on the formula
above less any committed capital reserved to pay future management fees and expenses.

Generally, to the extent a holding company has multiple subsidiaries or assets beneath it, the management fee
calculation will be made at the holding company and the complete or partial realization, writedown or write off
of an underlying entity or asset will not necessarily result in a reduction in the management fee base unless such
underlying entity or asset level event has a cumulative effect on the value of the holding company as a whole
which would amount to a substantial partial disposition or an Impaired Value Investment determination.

Both the investment management services agreement between Tillridge, the General Partner and the Fund and
the administrative services and reimbursement agreement between the Fund, the General Partner, NGP, ECM
and Tillridge may be terminated, with or without cause, as provided by each agreement. If either agreement is
terminated before the end of a quarter, Tillridge or NGP, as the case may be, will be entitled to the management
fees earned up to the date of termination and will repay to the Fund the unearned portion, computed on the
basis of the number of days elapsed, of such fees.

The Fund generally invests on a long-term basis. Accordingly, investment advisory and other fees are expected
to be paid, except as otherwise described in the limited partnership agreement, over the term of the Fund, and
investors generally are not permitted to withdraw or redeem interests in the Fund.

Item 7 – Types of Clients

Currently, Tillridge’s only client is the Fund. Although certain Tillridge management team members formerly
employed by NGP will continue to be involved in investment management services for existing agribusiness
and certain other investments of NGP-managed funds, such funds will remain clients of NGP and will not be
clients of Tillridge.

The Fund consists of investors that are “Qualified Purchasers” and primarily include institutional investors
such as endowments, foundations, pension plans, financial institutions, some high net worth individuals and
their investment vehicles. There is not a formal minimum commitment amount of an investor in the Fund, but
subscriptions of at least $250,000 are generally sought by the General Partner.