CAI Manager LP

FEES AND COMPENSATION

        Fees generally are paid as set forth in each Fund’s Governing Documents. In general, CAI
receives a management fee (the “Management Fee”) and a carried interest in connection with
advisory services provided to the Funds. CAI and/or its affiliates receive additional compensation
in connection with management and other services performed for portfolio investments of Funds.
Such additional compensation will offset in whole or in part the Management Fees otherwise
payable to CAI in accordance with the Governing Documents. In addition, CAI reserves the right
to receive compensation for management and other services performed in connection with co-
investments made in portfolio investments of the Funds. Investors in a Fund also bear certain
expenses. A summary of the Funds’ anticipated fees and expenses follows, but investors should
review the applicable Fund’s Governing Documents for details regarding fee structure and
expenses.

Management Fees

        Each limited partner of a Fund that is not designated as an “affiliated partner” by the
General Partner will pay an annual Management Fee equal to between 1% and 1.75% of such
limited partner’s capital commitment to the Fund (generally depending on the timing or size of
such limited partner’s commitment). Payments are made quarterly in advance. Investors
participating in a subsequent closing after the initial closing date generally will be assessed
Management Fees retroactive to the beginning of the effective date of a Fund, with interest.
Installments of the Management Fee payable for any period other than a full three-month period
are adjusted on a pro rata basis according to the actual number of days in such period.

         The applicable Fund’s Management Fee will be reduced, but not below zero, by an amount
equal to 100% of Transaction Fees (as may be adjusted pursuant to the applicable Partnership
Agreement) attributable to investors not designated as “affiliated partners” by the General Partner,
as set forth in the applicable Partnership Agreement. “Transaction Fees” include: (i) directors’
fees, financial consulting fees or advisory fees paid to the General Partner with respect to any Fund
investment; (ii) transaction fees paid to the General Partner with respect to any Fund investment;
and (iii) break-up fees with respect to Fund transactions not completed that are paid to the General
Partner, in each case net of certain expenses (including those described below) as set forth in the
Partnership Agreement; but not including, in any event, any amount received by the General
Partner or other person from a portfolio investment (A) as reimbursement for expenses directly
related to such portfolio investment, (B) as payment for services provided to or with respect to any
portfolio investment in the ordinary course of such portfolio investment’s business, (C) as
compensation for services provided by the General Partner or other person as an employee of or
in a similar capacity for or in respect of such portfolio investment or (D) as compensation,
including fees and retainers, incentive equity or other stock awards, for services rendered to a
portfolio investment or prospective portfolio investment.

        Various costs and expenses will reduce Transaction Fees (and therefore such amounts will
not reduce the Management Fee), including out-of-pocket costs and expenses (including travel
expenses) incurred by the General Partner in connection with any consummated or
unconsummated transaction or in connection with generating any such Transaction Fees. To the
extent that any other Fund or any other entity or individual co-invests alongside a Fund in any
portfolio investment, any Management Fee reduction described above will be allocated among the
Fund and the co-investors in proportion to the cost of the investment or potential investment in the
portfolio investment held (or proposed to be held) by each. Accordingly, a Fund will, in most
cases, only benefit from its allocable portion of the Management Fee reduction described above
and not the portion of any fee allocable to any other investor in a portfolio investment. For the
avoidance of doubt, any other fees earned with respect to any co-investment vehicle will not reduce
the Management Fee payable by a Fund.

        The Governing Documents generally permit the General Partner to waive or agree to
reduce the Management Fee. Certain waived portions of the Management Fee are treated by the
Governing Documents as a deemed capital contribution by the General Partner, which is
effectively invested in the relevant Fund on such General Partner’s behalf, and operates to reduce
the amount of capital such General Partner would otherwise be required to contribute to the Fund.
The limited partners of the Fund, other than certain limited partners with respect to which
Management Fees are not charged, will be required to make additional contributions. The exercise
of such waiver may result in an acceleration (or delay) of investor capital contributions. Waived
or reduced Management Fees are not subject to the Management Fee offsets described above, and
the amount of such waived or reduced Management Fees has the potential to be significant. Due
to waived or reduced Management Fees by the General Partner and/or timing of receipt of
compensation subject to offsets (as described above), it is possible that Management Fee offsets
will be delayed.

Carried Interest

        As more fully described in the Governing Documents, the General Partners generally will
receive a carried interest with respect to the Funds equal to between 10% and 17.5% (generally
depending on the timing or size of a limited partner’s commitment to the respective Fund) of
realized profits in excess of an 8% compounded preferred return and subject to a General Partner
catch-up provision. The carried interest distributed to each General Partner is subject to a potential
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TYPES OF CLIENTS

        CAI provides investment advice to the Funds, which are its clients, and references
throughout this Brochure to “clients” and to CAI’s related duties to and practices on behalf of its
clients and/or investors should be construed accordingly. The Funds include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the U.S. Investment Company Act of 1940, as amended, and the
rules and regulations promulgated thereunder (the “Investment Company Act”). The investors
participating in the Funds generally include individuals, banks or thrift institutions, insurance
companies, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and, directly or indirectly, principals or other employees of CAI

and its affiliates and members of their families, Senior Advisors or other service providers retained
by CAI.

       For legal, tax, regulatory or other reasons, CAI is authorized to form one or more alternative
investment entities to make, restructure, or otherwise hold investments, including outside the
Funds. Generally, in such event, each investor that participates in an alternative investment vehicle
would do so on substantially the same terms and conditions as it participates in the Funds.

       The Funds generally have a minimum investment amount of $10 million for third-party
investors. Such minimum investment amount may be waived by the applicable General Partner.
Fund interests are offered and sold solely to “accredited investors,” as defined in Regulation D
promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, unless
waived in the discretion of the General Partner, “qualified purchasers” as that term is defined under
the Investment Company Act (or certain qualified knowledgeable CAI personnel).

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        CAI principally focuses on making control-oriented investments in attractive, low-carbon
infrastructure assets in the energy, water and transport sectors. CAI focuses on core infrastructure
that improves the quality of life for large, growing populations but that is selected, financed,
constructed and managed using climate screens and metrics. Subject to their Governing
Documents, the Funds are generally not limited in the type or structure of transactions they may
enter into including, without limitation, management and leveraged buyouts, recapitalizations,
privately negotiated control and minority investments, consolidations, spin-offs, and carve-outs or
any other types of transactions.

        As noted above, CAI primarily targets three sectors: (a) energy, which includes the
generation of electricity from renewable sources such as hydropower, offshore wind, next-
generation solar, renewable natural gas and pumped hydroelectric energy storage and battery
storage, (b) water, which includes potable reuse for aquifer recharge, industrial water treatment
and renewably-powered desalination and (c) transport, which includes maritime electrification,
light rail, hydrogen, and autonomous vehicle charging. CAI invests primarily in the U.S. and
Canada, with the ability to invest in the countries of the Organization for Economic Co-operation
and Development (the “OECD”).

        There can be no assurance that CAI will achieve the investment objectives of any Fund and
a loss of investment is possible.

Investment and Operating Strategy

        CAI’s intention is to invest with a clear thesis leading to specific climate screens used to
evaluate projects and construct climate adaptive portfolios. The CAI team has spent years
developing specific CAI screens that are layered on top of traditional screens used by experienced
infrastructure investors. Traditional metrics include risk-adjusted returns, project yield,
engineering, procurement and construction risks and ongoing operation and maintenance costs.

CAI then uses an additional set of climate-specific screens. The following summarizes CAI’s
investment process.

       •   Sourcing and Screening. CAI believes that it can create the most value through off-
           market sourcing channels. However, CAI also believes in keeping its finger on the
           pulse of the market and will in some cases evaluate marketed deals. As noted above,
           investments must pass a set of screens to be considered. As part of its investment
           process, CAI generally conducts a significant amount of diligence on its target projects
           or partners with a focus on, among other things, industry, geography, customers,
           suppliers, partners, community relations and historical issues. As a general matter, this
           process includes a review of the project’s development or operating history as well as
           a detailed review (provided by third-party legal and consulting firms) of title,
           environmental, insurance and other liability issues that may be applicable to a specific
           project.

       •   Operations and Ongoing Management. During the final diligence process, CAI
           seeks to ensure that the post-acquisition day-to-day operational aspects of the project
           are correctly managed and documented. Post-acquisition or at the start of operation,
           CAI implements a hands-on oversight process. Once an investment is made, risk
           management becomes the key to a successful infrastructure investment. CAI’s
           experience with ongoing project performance monitoring is extensive and has been
           informed by years of direct experience. CAI may assist in designing a custom operating
           report for each portfolio investment, which helps CAI focus on understanding the most
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