Energy Impact Partners LP

Item 5.       Fees and Compensation

The Funds will pay EIP or its applicable affiliates, as the relevant General Partner or Co-Investment
Partner (in the case of EIF EU and as defined in the EIF EU LPA), a management fee (“Management
Fee”) that is paid quarterly in advance for providing investment advisory services to the Funds. EIP
may also be entitled to receive performance-based fees (“Carried Interest”) equal to 20% of the
relevant Fund’s realized profits subject to a preferred return. More detailed information related to
Carried Interest can be found below in Item 6. Performance Based Fees and Side-by-Side
Management.

As referenced above in Item 4, EIP has established one or more Co-Investment Vehicles and may
continue to establish additional Co-Investment Vehicles in the future. EIP may receive
Management Fees, administrative fees and Carried Interest from the Co-Investment Vehicles as
compensation for such services. In addition to such fees, EIP may also receive commitment, break-
up, syndication, guarantee, directors, officers, monitoring, management and other fees paid for by
the applicable portfolio company which may be kept by EIP and not subject to any Management
Fee offset. Such fees are determined during the formation process of each Co-Investment Vehicle
and described in the relevant Governing Documents along with the expenses to be borne by the
Co-Investment Vehicle. Any fees charged at the portfolio company level that are subject to any
Management Fee offsets are described in the relevant Co-Investment Vehicle’s Governing
Documents. EIP reserves the right to waive or reduce the Management Fee paid by the Co-
Investment Vehicles in its sole discretion.

Fund Management Fees:

A summary of each Fund’s Management Fee is provided below.

        EIF, EIF II, Fund III, Frontier, Frontier II and Elevate – Beginning on the Activation Date (as
        defined in the relevant LPA) and ending upon the five-year anniversary thereof, the Funds
        will each pay to the relevant General Partner or its designee an annual Management Fee
        equal to 2.00% of the aggregate capital commitments (subject to certain exclusions).
        Following such period, the Funds will pay to the relevant General Partner or its designee
        an annual Management Fee equal to 2.00% of the Cost Basis (as defined in the relevant
        LPA) of the portfolio securities held by the Funds (subject to certain exclusions and in the
        case of EIF, excluding the Cost Basis of EIF’s investment in EICF).

        EICF and EICF II – Each Fund will pay to the General Partner (or its designee) an annual
        Management Fee equal to (i) 2.00% per annum of its Unreduced Regulatory Capital (as

Energy Impact Partners LP                                                              Form ADV Part 2A

        defined in both the EICF and EICF II LPA) plus Assumed SBA Capital during the Initial
        Investment/Management Fee Period (as defined in both the EICF and EICF II LPA
        respectively) and (ii) 2.00% per annum of the cost of the securities for all “active” portfolio
        companies thereafter.

        EIF EU – Beginning on the Activation Date (as defined in the EIF EU LPA) and ending upon
        the five-year anniversary thereof, the Fund will pay to the Co-Investment Partner (as
        defined in the EIF EU LPA) or its designee an annual Management Fee equal to 2.00% of
        the aggregate capital commitments (subject to certain exclusions). Following such period,
        the Fund will pay to the Co-Investment Partner (or its designee) an annual Management
        Fee equal to 2.00% of the Cost Basis (as defined in the EIF EU LPA) of the portfolio
        securities held by EIF EU (which calculation shall not include the Cost Basis of EIF EU’s
        investment in the other Funds, if any, except in respect of any other Funds which do not
        charge Management Fees or charge Management Fees at a lesser rate).

The above referenced Fund Management Fees paid by the Funds may be offset by certain fees
described in the relevant Fund’s Governing Documents. Such fees may include, but are not limited
to, financing fees, management services fees, monitoring fees, transaction fees, break-up fees,
syndication fees, guarantee fees, directors fees, officers fees, fees exceeding any limits placed on
organizational costs (as described in the relevant LPA), or any other fees and/or compensation
paid for by portfolio companies.

EIP reserves the right to waive or reduce the Funds‘ Management Fees in its sole discretion.

Any receipt of prepaid unearned Management Fees will be returned.

Fund Expenses:

Expenses borne by the Funds (“Fund Expenses”) are described in each of the Fund’s Governing
Documents. Fund Expenses will not include the normal operating expenses of EIP or its affiliates,
any related persons of the affiliates, or AIFM; such as salaries and benefits provided to employees
of EIP, EIP’s affiliates, related persons of the affiliates or any AIFM, rent, communications and
similar expenses except, for the avoidance of doubt, if permitted by the relevant Fund’s LPA.

A summary of Fund Expenses, including certain reimbursable expenses that may be paid by EIP
or its affiliates, is provided below.

        EIF – EIF Fund Expenses include the following costs and expenses associated with the
        formation, operation, dissolution, winding-up, or termination of the Fund: (i) out-of-pocket
        expenses associated with the organization of the General Partner or the Fund or the
        syndication of interests therein, subject to the requirements set forth in the EIF LPA; (ii)
        legal, accounting, audit, third party administrator, custodial and other professional fees of
        the Fund, which in the case of third party administrator and accounting fees only, include

Energy Impact Partners LP                                                              Form ADV Part 2A
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Item 7.       Types of Clients

As referenced above, EIP currently provides investment advisory services to the Funds and the
Co-Investment Vehicles. Interests in the Funds and Co-Investment Vehicles are offered and sold
on a private placement basis under exemptions promulgated under the Securities Act of 1933, as
amended (the “Securities Act”) and other applicable state, federal or non-U.S. laws. Significant
suitability requirements apply to prospective investors in the Funds and Co-Investment Vehicles,
including requirements that they are “accredited investors” as defined in Regulation D of the
Securities Act or “qualified purchasers” as defined in the Investment Company Act of 1940, as
amended.

The minimum investment amount for each Fund is disclosed in the relevant Fund’s PPM and may
be waived or lowered, in its sole discretion, by EIP or its affiliates.