Amber Infrastructure Investment Advisor LLC

Item 5 – Fees and Compensation

    We or our affiliates receive a management fee as compensation from the Client, calculated as a
    percentage of the net asset value of assets managed. The percentage payable by the Fund ranges
    from 0.8% to 1% per annum and is influenced by the net asset value of the Client's assets on the last
    business day of a relevant quarter.

    The amount, structure and type of fees paid by the Client (or, as applicable, any investor in the Client)
    may vary and may be negotiated. The Client may pay fees that are different from, more, or less than
    the fees (or types of fees) set forth in this Brochure, or more or less than similar funds or funds
    invested in similar strategies.

    We typically bill our Client quarterly for all asset or portfolio management-based compensation in
    accordance with the Client’s Account Documents. Our Client typically pays these fees quarterly, in
    arrears, in cash or may, at our election, pay up to 10% of the value of these fees in the form of ordinary
    shares in our Client.

    In addition, our Client pays transaction fees in respect of successful arrangement of debt services as
    a percentage thereof (typically, 0.5%) and a fee for any oversight of asset construction services
    payable at market rates, negotiated on an arms’ length basis and subject to the review of the Client’s
    board of directors (the “Board”). Our Client and/or companies in which our Client has an interest may
    pay us and/or our affiliates fees in connection with the provision of certain administrative or other
    services. In addition, in connection with certain investments and/or activities of our Client, our
    affiliates may be retained to provide certain ongoing sub-advisory, asset management, servicing, and
    other related services and be paid a fee for doing so. One or more of our affiliates may also be retained
    to perform certain administration services and certain back office services for the Client and may also
    provide such services to us. These arrangements may create conflicts of interest, as we would be
    incentivized to choose our affiliates to provide these services rather than an unrelated third party,
    and we and our affiliates have an interest in obtaining fees and other amounts for such services which
    are favorable to us. We have policies and procedures in place to address these conflicts.

    Detailed information regarding the fees and expenses charged to the Client is provided in the Client's
    Account Documents.

    Subject to the occurrence of specific events constituting cause or other occurrences, and in each case,
    subject to various notice requirements and nuances, our services may be terminated upon written
    notice by our Client upon a vote of the majority of the Board. In connection with our advisory services,
    the Client bears all of its own expenses (ordinary and extraordinary) which may include, without
    limitation:

            organizational expenses;

            communications costs, including costs of preparing, printing and posting communications to
             holders of its securities;

            costs and expenses incurred for auditors, lawyers, registrars, savings scheme administrators,
             accountants and external valuers, receiving agents and registrars, brokers, and any other
             professional advisers and service providers appointed by the Client;

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            marketing and advertising costs;

            reasonable travel costs and expenses;

            expenses of and incidental to the holding of meetings (including meetings of the Board,
             general meetings of the Client and class meetings in relation to any share class and meetings
             with investors or potential investors);

            fees payable to any exchange or market, or to its regulatory or supervisory authority, in
             relation to the listing or trading on that exchange and fees payable to any regulatory
             information service;

            capital raising costs and expenses;

            taxes and duties applicable to the Client and its operations; and

            insurance expenses.

    Our Client, and consequently investors in our Client, also bear all of their investment-related
    expenses, such as:

            stamp and other duties, taxes, costs, commissions, charges and fees, including third party due
             diligence costs, advisory, legal, consultancy or expert fees, appraisal fees, broking fees,
             insurers fees, debt and equity structuring fees, bank fees, intermediary fees, accountancy or
             valuer advisory fees, contractors’, engineers’ or surveyors’ fees, research costs and license
             fees, asset management, software or the like, payable in connection with the acquisition,
             funding, exchange, and disposal of, and day-to-day management of the investments made by
             the Client;

            costs, charges and expenses incurred in connection with the registration of or the holding of
             any investment or with the safe custody or deposit of documents of title thereto (including
             fees and expenses of any custodian or depositary);

            any taxes payable in respect of income or interest arising from the investments or the holding
             of or dealing with the investments, and any fiscal liabilities;

            costs and expenses incurred in connection with the assessment of assets, whether or not an
             investment proceeds;

            costs and expenses relating to keeping shareholders informed about the performance of the
             investments and other relevant information relating to the Client, including, travel costs and
             expenses incurred in attending roadshows for this purpose in accordance with a budget which
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Item 7 – Types of Clients

    We offer advisory services to the Fund and may potentially offer advisory services to other types of
    clients in the future.

    We provide discretionary portfolio management and advisory services to a UK-incorporated
    investment trust holding that is listed on the London Stock Exchange, that invests in assets located in
    the United States, as described in Item 8 of this Brochure.

    Investors and other recipients of this Brochure should be aware that while this Brochure may include
    information about our Client, as necessary or appropriate, this Brochure should not be considered to
    represent a complete discussion of the features, risks or conflicts associated with AIIA's current Client
    or any future client. More complete information about the Client is included in the Client’s Account
    Documents. In no event should this Brochure be considered to be an offer of interests in the Client
    or relied upon in any determination to invest in the Client. It is also not an offer of, or agreement to
    provide, advisory services directly to any recipient of this Brochure. Rather, this Brochure is designed
    to provide information about the Adviser for the purpose of compliance with the Adviser’s obligations
    under the Advisers Act. Accordingly, this Brochure responds to relevant regulatory requirements
    under the Advisers Act, which may differ from the information provided in the Client’s Account
    Documents or public filings. To the extent that there is any conflict between discussions herein and
    similar or related discussions in any Account Document or public filing of the Client, the relevant
    Account Document or public filing shall govern.

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