Everstream Energy Capital Advisers LLC

5.1    Advisory Fees and Compensation
In consideration for the Firm or certain related persons serving as the investment manager of a
Client and bearing certain overhead expenses, a Client typically pays the Firm an advisory fee
of up to 2% of the capital commitments of the Client, though this fee may vary, and it is payable
in arrears at the end of each quarter. The Firm or its related persons collect advisory fees by
causing the applicable amount to be transferred from a Client’s bank account to the Firm’s or its
related persons’ bank accounts. Clients also typically pay the Firm or its related persons a
performance-based fee as described below under “Item 6— Performance-Based Fees and Side-
by-Side Management.” In accordance with its operating agreement, one of our co-investment Solar
                                                      © 2021 EverStream Energy Capital Advisers LLC
                                                                       Form ADV Part 2A: Firm Brochure
                                                                          Version Date: March 31, 2021

Funds investing in solar projects in Japan also pays to our affiliated general partner certain
milestone fees, which accrue upon the Fund’s acquisition of a project; the financial closing
necessary to complete the project’s development, construction, and commissioning; and after the
project’s completion date.

5.2    Reimbursement of Fund Expenses
The Firm (or an entity designated by the Firm) is responsible for overhead expenses incurred in
connection with providing advisory services to the Clients, including office rent; furniture and
fixtures; secretarial/administrative services; salaries; and employee insurance and payroll taxes.
These costs are not borne by the Clients and are not reimbursable to the Firm. Client expenses
are paid by the Clients to the extent permitted by their written advisory agreements or by their
governing documents. The Firm is reimbursed by the Client for any such allowed expenses that
are advanced by the Firm on behalf of the Client, including expenses related to unrealized
investment transactions. In cases where expenses are allocable to one or more Clients, including,
for example, between SIF and a co-investment vehicle, the Firm seeks to apportion the expenses
among Clients in good faith based on the relative amounts invested by the Clients and other
reasonable factors.
Investors in the Funds should carefully review the Funds’ governing documents for a description of
the fees and expenses associated with each Fund.

5.3    Prepayment of Fees
Clients’ advisory fees are sometimes paid in arrears at the end of each quarter, in which case such
Clients do not prepay advisory fees. Offering documents and operating agreements may also allow
for management fees to be paid at the beginning of each quarter, or to be paid in whole over a
course of time that is shorter than the length of the expected advisory relationship. With respect to
service fees described in Section 5.4 below, such fees are generally payable upon performance of
the services or upon commencement of the obligation to perform such services.

5.4    Other Fees and Expenses
If permitted under the terms of a Fund’s offering and governance documents, entities affiliated with
or related to the Firm receive services fees related to the operations of such Fund’s investments
(“Operating Services Fees”). The Firm (or an entity designated by the Firm) may also receive break-
up fees and other similar fees associated with investments or proposed investments or commitments
made by the Fund (“Other Fees”). More specifically with respect to Operating Services Fees, one
of our co-investment Solar Funds investing in solar projects in Japan pays project development fees
to one of our affiliates, which then uses those fees to pay for project development expenses. SIF
also has previously paid quarterly development oversight fees to one of our affiliates, which then
used those fees to pay for operating project development expenses, primarily in Europe. In addition,
non-employee service providers who provide professional legal and accounting services to us and
our affiliates, and who have access to Client records and private information in such function, also
provide such services for Clients and have access to such Clients’ records in order to perform such
services. Clients pay for such services on an at-cost basis, including sometimes as reimbursement
to EECM if EECM has advanced such costs.
                                                     © 2021 EverStream Energy Capital Advisers LLC
                                                                      Form ADV Part 2A: Firm Brochure
                                                                         Version Date: March 31, 2021

Item 7: Types of Clients
The Firm’s Clients include Funds and the Managed Account.
The Fund's’ target investor base generally includes institutional investors such as corporations,
insurance companies, pension funds, endowments, foundations, multi-family investment offices,
family offices and family trusts, as well as high-net-worth individuals.
Generally, investors must be “accredited investors” as that term is defined in Rule 501 of
Regulation D under the Securities Act and, if they are charged a performance fee, “qualified
clients” for purposes of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Because the Funds are not registered under the Company Act, investors must meet certain
qualifications to permit reliance by the relevant Fund on an exemption(s) from such registration.
To permit compliance with these laws and regulations, investors are required to make
representations and warranties regarding their suitability. Clients have designated minimum
investment amounts, which may be waived by the Firm.