Vanterra Capital LLC

Item 5           Fees and Compensation

   A. INVESTMENT ADVISORY SERVICES
         The Registrant does not provide investment advisory services to individual investors.
         Rather, the Registrant's investment services are limited to its management of the
         affiliated private funds. As the investment adviser to the affiliated private funds, the
         Registrant shall receive compensation in the form of management fee and/or incentive
         fees.

As reimbursement for the management and administration of the affiliated private
funds, the affiliated private funds will pay the Registrant an annual management fee
of 0.5% to 2.0% payable on a semi-annual basis, based on commitment levels and
invested capital, respectively. The Registrant, as the investment advisor for each of
the affiliated private funds, may also receive a special allocation based upon the return
of each limited partner’s capital account. Each limited partner will be charged for
the special allocation attributable to their capital account. The Registrant serves as the
General Partner for Vanterra Secondaries L.P. and receives a performance fee, after
return of capital and all preferred returns, of 10% to 20% on all investments based on the
returns of each underlying investment. Vanterra Capital, Ltd, an affiliated entity and the
General Partner to the affiliated private funds receives a performance fee, after return
of capital and all preferred returns, of 5% to 20% on fund investments and up to 20%
on direct investments (co-investments). Vanterra Capital, LLC charges a management
fee to investors, excluding Vanterra Secondaries, LP, in Vanterra HPH II, LP. Vanterra
Capital, LLC receives a fixed consulting fee from WM Partners, LP’s. Vanterra Capital
receives up to 15% of the carried from HPH II Investments Master Fund, LP that is
split between Vanterra Capital, LLC and Vanterra HPH II, LP. Vanterra Ventures, LLC
receives a portion of the carried interest received from WM Partners, LP from investors
in Vanterra HPH II, LP. Vanterra HPH III, LP receives up to 9% of the carried from
HPH III Investments, LP that is split between Vanterra HPH III, LP investors and
Vanterra Ventures, LLC, an affiliate of Vanterra Capital, LLC. Vanterra Capital, LLC
and Vanterra Capital, Ltd., the General Partner of Vanterra Select Partners, LP and
Vanterra Select Partners Offshore, LP, receive a performance fee, after return of capital
and all preferred returns, of 10% to 12.5% on all investments based on the returns of each
underlying investment. Vanterra Cove GP, LLC, an affiliated entity and the General
Partner to Vanterra Cove SPV, LLC, receives a performance fee, after return of capital
and all preferred returns, of 15% to 10% on all investments based on the returns of the
underlying investments. Vanterra Ventures, LLC, an affiliated entity and the General
Partner to Vanterra Accelerator Fund, LP, Vanterra Raw Sugar, LLC, and Vanterra
MixLab SPV, LLC, receives a performance fee, after return of capital and all preferred
returns, of 10% to 20% on all investments based on the returns of each underlying
investment. For Vanterra Accelerator Fund, LP, the performance fee is then shared with
Strategic Investors and Vanterra Ventures, LLC, 30% and 70% respectively. Vanterra
Capital, LLC is a member of the general partner and investment manager for Flight Lease
Master Fund I, LP and its feeders. Vanterra Capital, LLC receives approximately 33.3%
of the management fees and Vanterra Ventures, LLC receives 37.0% of performance fees
collected by the investment manager, Flight Lease Fund Management, LLC and general
partner, Flight Lease Fund I, GP, LLC. A strategic investor receives 8.5% of the total
carried interest at Flight Lease Master Fund I, LP, which is deducted from Vanterra
Capital, LLC’s carried interest allocation. Vanterra Ventures II, LLC, an affiliated entity
and the General Partner to Vanterra Ventures Fund II, LP receives a performance fee,
after return of capital and all preferred returns, of 18.9% on all investments based on the
returns of each underlying investments. Members of the Advisory Board of Vanterra
Ventures Fund II, LP receive a small portion of the performance fee. Thereafter, the
performance fee is then shared with a Strategic Investor and Vanterra Ventures II, LLC,
25% and 75% respectively. Vanterra Capital LLC receives 26.6% of management fees
from Flight Lease Master Fund II, LP and its feeders. Vanterra Ventures, LLC receives
29.6% of performance fees from Flight Lease Fund II, GP, LLC.

Please Note: For further information pertaining to the calculation of the Registrant’s

   management fee and/or any incentive fees please review the affiliated private funds’
   subscription documents and private placement memorandum.

   B. The affiliated private funds allow for the Registrant to deduct its fees directly from
   fund assets in compliance with regulatory procedures. In the limited event that the
   Registrant bills the affiliated private funds directly, payment is due upon receipt of the
   Registrant’s invoice. The Registrant shall deduct fees and/or bill the affiliated private
   funds semi-annually in advance, based upon the commitment amount of each limited
   partner.

   In the event that an affiliated private fund does not have sufficient liquid assets to pay
   the Registrant’s fee, the fee shall accrue until such time that the affiliated private fund
   has sufficient liquid assets, at which time the Registrant shall collect the full amount of
   its fee.

   C. The Registrant does not provide investment supervisory services to individual
   investors. Rather, the Registrant's investment supervisory services are limited to its
   management of the affiliated private funds. As such, the Registrant does not select
   and/or recommend broker-dealers to the affiliated private funds.

   The Registrant pays all normal operating expenses incidental to the provision of the
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Item 7           Types of Clients

         The Registrant provides investment management services to the affiliated private
         funds and serves as the General Partner to Vanterra Secondaries, L.P.. The Registrant
         is also a Non-Voting Member of the General Partner of WM Partners, LP.