Clear Sky Carbon Solutions Investment Management LLC

ITEM 5 – FEES AND COMPENSATION

  A.     Private Funds and NCMAs—Fees

We do not have a standard fee schedule for managing the assets of Private Funds and NCMAs.

In the case of a Private Fund other than a “fund-of-one,” we determine the terms on which we receive
compensation for managing the assets of such Private Fund and memorialize those terms in such Private
Fund’s Governing Documents. See, however, the last paragraph of this Item 5.A.

In the case of a Private Fund that is a “fund-of-one” and in the case of an NCMA, we negotiate the terms
of our compensation with the relevant investor (or group of related investors) and memorialize such terms
in such Private Fund’s or NCMA’s Governing Documents.

Our compensation for managing a Private Fund or NCMA includes:

                 ● an asset-based fee (i.e., management fee); and
                 ● in some cases, a performance-based fee, charge or allocation (e.g., carried interest)
                   (“performance-based compensation”).

Management fees typically are paid monthly or quarterly, in advance or arrears, and performance-based
compensation is typically paid as of the end of the relevant fiscal year (or when withdrawals or distributions
are made from the relevant client account), as specified in the Private Fund’s or NCMA’s Governing
Documents.

If management fees are payable in advance, and if the investment management relationship is terminated
prior to the expiration of such period, we will make an appropriate pro rata refund of such fees to the
relevant Client or to the relevant investor in a Private Fund, as the case may be.

Fees paid by Private Funds may be charged directly against investors’ accounts in such Private Funds, or
may be charged directly to such Private Funds, in which case investors in such Private Funds indirectly
bear such fees.

Notwithstanding the general fee structure described above, we have and may continue to negotiate different
fee structures with certain investors in Private Funds. Such negotiations and agreements are governed by

separate agreements commonly referred to as “side letters.” The side letter provisions, which are not found
in the Private Funds’ Governing Documents, entitle certain investors to different terms and conditions
related to fees, reporting, liquidity, and notifications, among other terms. We reserve the right, but do not
have the obligation, to negotiate or waive fees as well as other investor terms and conditions.

  B.      Private Funds and NCMAs – Expenses

            1.       Overview of Expenses

Each Private Fund and NCMA bears costs and expenses to the extent described in its Governing
Documents. Ordinarily, as discussed more fully below, each Private Fund and NCMA pays (or reimburses
us or an appropriate affiliate of ours for any advance of) such fees, costs and expenses as we reasonably
determine to be necessary, appropriate, advisable or convenient for:

                 ● in the case of a Private Fund, the organization of such Private Fund and the offering of
                   interests in such Private Fund and, in the case of any NCMA, the creation of the
                   investment management agreement, investment advisory agreement or similar
                   agreement governing the operation of such NCMA (“Organizational and Offering
                   Expenses”);
                 ● the investment/trading of the assets of such Private Fund or NCMA (“Investment
                   Expenses”); and
                 ● the administration and operation of such Private Fund or NCMA (“Operational
                   Expenses”).

Subject to the considerations set forth in the following paragraph, Private Funds and NCMAs ordinarily do
not pay us (or reimburse us or any of our affiliates for) any of our general overhead costs and expenses such
as: (1) employee salaries, bonuses and benefits; (2) rent; (3) heating and air- conditioning; (4) ordinary
telecommunications costs and expenses (telephone, facsimile and e-mail); and (5) costs and expenses
associated with website and web portal creation and maintenance.

            2.       Organizational and Offering Expenses

Each Private Fund ordinarily bears its own organizational and offering costs and expenses, which typically
include, without limitation (where applicable): (1) legal and accounting fees, costs and expenses incurred
in connection with the initial preparation of the Private Fund’s Governing Documents and subsequent
updates, amendments or supplements to such documents; (2) legal and accounting fees, costs and expenses,
and foreign, state and local filing fees and expenses, incurred in connection with organizing the Private
Fund in its jurisdiction of organization, registering the Private Fund and/or interests in the Private Fund in
one or more non-U.S. jurisdictions, and subsequently maintaining the Private Fund’s existence as a legal
entity in good standing in the appropriate jurisdictions; (3) SEC, “blue sky” and “world sky” filing and
registration fees relating to the offer and sale of interests in the Private Fund, including fees relating to filing
of claims for exemptions from the registration requirements of applicable U.S., foreign, state and local
securities (and other) laws, rules or regulations, and legal and accounting fees and expenses incurred in
connection with preparing and making such filings; and (4) legal fees, costs and expenses incurred in
connection with reviewing and/or negotiating the terms of side letters with prospective investors in the
Private Fund.

Each NCMA ordinarily bears the legal fees and expenses charged to us by our legal counsel in assisting
with the negotiation and creation of the investment management agreement, investment advisory agreement
or similar agreement that governs the operation of such NCMA, the preparation of a related risk disclosure
document and the preparation of related documents.
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ITEM 7 – TYPES OF CLIENTS

 A.      Types of Clients

Please see Item 4.C of this Brochure for a description of the types of Clients to whom we provide investment
management/advisory services.

 B.      Restrictions on Investments in Private Funds

Investment in our Private Funds is limited to investors who represent and warrant to us that they meet
certain financial and sophistication requirements. Specifically, investors in our Private Funds typically must
represent and warrant to us that they:

                 ● are “accredited investors” within the meaning of Rule 501(a) of Regulation D under
                   the Securities Act;
                 ● are either: (1) “qualified purchasers” within the meaning of Section 2(a)(51) of the
                   Investment Company Act, or the rules and regulations thereunder or (2)
                   “knowledgeable employees” of the relevant Private Fund (or of us) within the meaning
                   of Rule 3c-5 under the Investment Company Act; and
                 ● either alone or together with their own qualified independent legal, regulatory, tax,
                   accounting, investment, financial and other advisors, have such knowledge and
                   experience in financial and business matters as to be capable of identifying and
                   evaluating the merits, risks and other special considerations associated with an
                   investment in the relevant Private Fund.

The dollar amounts of minimum initial and additional investments, if any, relating to investment in a Private
Fund are set forth in such Private Fund’s Governing Documents. We may waive any such minimums in our
sole discretion.

 C.      Restrictions on Participation in NCMAs

Participants in NCMAs must meet such financial and sophistication requirements as we may determine on
a case-to-case basis. As a general matter, we expect that we will apply the same financial and sophistication
requirements to participants in NCMAs that we apply to investors in our Private Funds.

We determine the dollar amounts of minimum initial and additional investments, if any, relating to
participation in an NCMA through negotiation with the Client.

 D.      Restrictions on Investments in Offshore Funds

Restrictions on investors in Offshore Funds are set forth in such Funds’ Governing Documents.