Electron Capital Partners LLC

FEES AND COMPENSATION

        A.      Advisory Fees and Compensation.

         We and/or our affiliates receive management fees and performance-based incentive
fees/allocations (each, a “Fee” and collectively, “Fees”) for the Investment Advisory Services we
provide to our Funds in accordance with the terms set forth in the relevant Agreements. All Fees for
the Funds are disclosed in the relevant Fund’s Agreements, which are provided to prospective investors
in the Electron Funds. A brief summary of such Fees is set forth below.

         In general, the standard fee schedule for Electron’s Investment Advisory Services and sub-
advisory services ranges from approximately 0-2.0% annually with respect to the management fee. The
incentive allocation is approximately 0-20%, which is calculated annually subject to a high-water mark,
as set forth in the relevant Fund’s Offering Documents. Such Fees may vary as further set forth in the
relevant Fund’s Agreements.

         The Funds’ general partner or the board of directors, as applicable and in their sole discretion,
has and may in the future elect to reduce, waive or calculate differently the management fee and/or
incentive allocation with respect to certain capital accounts or shares, respectively, including, without
limitation, capital accounts or shares, as applicable, held by limited partners or shareholders,
respectively, that are affiliates or employees of Electron, members of the immediate families of such
persons, and trusts or other entities primarily for their benefit or for charitable purposes.

        We structure any performance-based incentive fees/allocations in accordance with Section
205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and the rules and
regulations set forth thereunder.

        B.      Payment of Fees.

         The applicable Agreements govern the terms of compensation and the manner in which we are
compensated by each Fund. Subject to the terms of the Agreements, Fees are generally paid one of two
ways. Fees are either deducted from the Funds’ assets as such Fees are incurred or the Advisory
Accounts are billed and remit payment to Adviser. Our base management fees are paid monthly in
arrears. Incentive allocations are crystalized annually. Fees are generally prorated for partial periods.

        C.      Additional Fees and Expenses.

         The Funds will bear their own applicable expenses (and, in respect of the Electron Funds, their
pro rata share of the corresponding Master Fund's expenses), including the management fee; investment
expenses (e.g., expenses that, in the our sole discretion, are related to the investment of the Funds’
respective assets, whether or not such investments are consummated, such as brokerage commissions,
expenses relating to short sales, pay-to-hold fees, clearing and settlement charges, custodial fees, bank
service fees and interest expenses); investment-related travel expenses (which are travel expenses
related to the purchase, sale, monitoring or transmittal of the Funds’ investments incurred by Electron
or any other person on behalf of Electron); professional fees (including expenses of consultants,
investment bankers, attorneys, accountants and other experts) relating to investments and generally to
Fund operations; fees and expenses relating to software tools, programs or other technology utilized in
managing the (including third-party software licensing, implementation, data management and recovery
services and custom development costs); research and market data (including any computer hardware
and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining
such research and market data); administrative expenses (including fees and expenses of the
administrator); legal and compliance expenses (e.g., costs associated with preparation of regulatory
filings relating to the investments of the Fund or to Fund activities); regulatory expenses (including

filing fees); external accounting and valuation expenses and the cost of accounting software packages;
audit and tax preparation expenses; costs related to errors and omissions insurance for Electron; costs
of printing and mailing reports and notices; costs of establishing and maintaining a website for investors;
entity-level taxes; corporate licensing; organizational expenses; expenses incurred in connection with
the offering and sale of the Interests and other similar expenses related to the Funds; indemnification
expenses; and extraordinary expenses.

         Other than the management fee and incentive allocation, we do not receive any portion of these
charges, fees, and expenses and will not receive a brokerage commission or other compensation
attributable to the sale of a security or other investment product. For an in-depth discussion of the
factors that we consider in selecting or recommending broker-dealers for Fund transactions and
determining the reasonableness of commissions and compensation for such broker-dealers, please see

TYPES OF CLIENTS

         We currently provide Investment Advisory Services and sub-advisory services to pooled
investment vehicles including privately placed funds, 1940 Act and UCITS, collectively the “Funds,”
although we may provide investment advice and/or other advisory services to other clients in the future,
including other pooled investment vehicles and separately managed accounts. The minimum
subscription amounts for investing in the Electron Funds is $1,000,000, subject to the general partner’s
or the board of directors’ (as applicable) sole discretion to accept subscriptions of a lesser amount. Such
minimum investment thresholds are disclosed in the relevant Fund’s offering memorandum.