US Agriculture LLC

Item 5 Fees and Compensation
Managed Accounts

Fees will be calculated in accordance with formulas specified in any Managed Account's advisory
agreement. Compensation arrangements are specifically negotiated with each Managed Account.

Managed Accounts typically pay an advisory fee charged either as a percentage of called and/or
committed capital or a percentage of gross asset value. Generally, the annual advisory fee is 1% of
called/uncalled capital or gross asset value of the investments held in the Managed Account. The
advisory fees are charged in accordance with the governing agreements and may be in advance or in
arrears of each quarter. Depending on the particular arrangement with each Managed Account, we will
either invoice Managed Accounts or upon approval, directly debit their accounts for advisory fees.

Account minimums for all services are negotiable based upon certain criteria (e.g. anticipated future
earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, negotiations with client, etc.). However, we typically require $10 million
in initial committed capital to open a Managed Account.

Managed Accounts may terminate the advisory agreement by providing us with a written notice at our
principal place of business. Notice requirements typically range from 30 to 90 days, as specified in
each advisory agreement. In the event that committed and/or invested capital is reduced during the
quarter, the reduction of fees, if called for in the advisory agreement, would be deducted from the next
recurring advisory fee payment due to USAG.

Certain Managed Accounts also pay an incentive fee based on profits above a threshold specified in
the advisory agreement and calculated in accordance with the formula specific in the advisory
agreement. The annual incentive allocations generally range from 10% to 20%. Incentive fees are paid
at the end of the contract term or at an earlier date agreed upon in the advisory agreement.

The Fund

The Fund pays USAG a management fee (the "Management Fee") equal to 1% per annum. Early
investors and investors that contribute $100 million or more of capital to the Fund will pay a reduced
Management Fee of 0.75% per annum. The Management Fee is calculated on a quarterly basis based
on the gross asset value of the investments of the Fund as of the last day of the preceding calendar
quarter. The Management Fee is charged quarterly in arrears. Further, USAG may waive or reduce the
fee charged to certain investors at its discretion.

Each investor may request to redeem, in whole or in part, on a quarterly basis in advance, except for
any investor in a share class that requires a lock-up period. Redemption requests will be
accommodated as the liquid assets of the Fund permit quarterly upon written notice to the general
partner at least 90 days prior to the last day of the quarter. Redemptions will be distributed at a price
equal to the net asset value of the investor's ownership of the Fund as of the end of the calendar
quarter as of which the redemption is effective.

Other Fees

USAG or its affiliates may provide property management, asset management, development
management, development and other services to properties owned by Clients in exchange for fees;
provided that the transactions shall be on terms no less favorable to the Client than would be available
from unaffiliated third parties for a comparable level of quality of service. The amount of all such fees
paid by the Client and its subsidiaries to USAG or its affiliates will be disclosed annually to the Fund's
advisory committee. Managed Accounts will also receive disclosure if USAG or its affiliates will be
providing services to properties owned by that Managed Account.

Expenses

In addition to the advisory fees, Clients are also responsible for all transaction and custodial fees
incurred as part of their account management. Such expenses can include real estate managing
agents, broker, accountant, engineers, environmental consultants, surveyors, title insurance
companies, attorneys, and other agents and experts. Clients should carefully review their applicable
governing agreements for a full description of how expenses are allocated.

In addition, the Fund bears expenses incurred in the operation of the Fund and its subsidiaries
(including, without limitation, in maintaining the status of the Fund as a REIT) and in connection with its
investments, as described in the Fund’s governing documents. Such expenses may include, without
limitation: (i) organizational and offering expenses (including legal, accounting, printing, travel, filing and
other expenses, including expenses associated with offering and marketing materials, subscription
documents and side letters); (ii) ongoing operating expenses, including legal and accounting expenses;
fees and expenses of auditors, appraisers, administrators and other service providers; expenses
associated with investor reporting, communications and meetings; valuation-related expenses;

insurance premiums (including errors and omissions and similar policies); technology and software
expenses; litigation or dispute-related costs; and regulatory and filing expenses; (iii) expenses related to
actual and potential investments (whether or not consummated), including diligence, acquisition,
financing, leasing, renovation, management and disposition costs, and related travel and transaction
expenses; and (iv) certain in-house personnel costs attributable to accounting and legal services that
otherwise would be performed by independent third parties, as described in the Fund’s governing
documents. In the event of any difference between this summary and the Fund’s governing documents,
the Fund’s governing documents will control.

Please refer to Item 12 (Brokerage Practices) of this Brochure for a discussion of the Adviser's

Item 7 Types of Clients
As noted above, USAG provides investment advice to Managed Accounts and the Fund. Managed
Accounts and investors in the Fund may include pension funds, sovereign wealth funds, investment
companies, and high net worth individuals.

We typically require $10 million in initial committed capital from each Managed Account. The minimum
initial subscription amount for each investor in the Fund is $5 million, but we reserve the right to accept
subscriptions for lesser amounts.