Excelsior Renewable Energy Management Company LP

Item 5 - Fees and Compensation

         In general, the Adviser receives a management fee from each of the Funds that it manages as
compensation for the investment advisory services rendered to the applicable Fund. The Adviser also
typically receives performance-based compensation or carried interest pursuant to the applicable
Governing Documents for such Fund; see also Item 6. “Performance-Based Fees and Side-By-Side
Management” below.

      The Adviser or its affiliates expect to receive additional compensation in connection with
management and other services performed for portfolio investments of the Funds, and such additional
compensation generally will offset in whole or in part the management fees otherwise payable to the

Adviser in accordance with the relevant Governing Documents. Investors in a Fund also bear certain
expenses, as set forth in the Governing Documents of such Fund. For the avoidance of doubt, any
Project Administration Fees received by the Adviser or its affiliates will not offset in whole or in part
the management fees discussed herein.

         The precise amount, the manner of calculation and the manner and timing of payment of any
such management fee, carried interest, or performance-based compensation for each such Fund are
established by the Adviser, as modified by negotiations with Investors in the applicable Fund, and are
set forth in such Fund’s Governing Documents provided to each Investor prior to investment in such
Fund. Nonetheless, the structure of the management fee and carried interest which the Adviser
currently employs and which the Adviser expects to employ with respect to future Funds going forward
is summarized below.

        Management Fees

         A Fund generally will pay the applicable General Partner a management fee (the
"Management Fee") equal to a fixed percentage per annum of each Investor’s capital commitments
(“Commitments”) during the investment period and generally equal to the same fixed percentage per
annum of each Investor’s invested assets after the investment period, as applicable. The Management
Fee will be due quarterly in advance. Investors participating in a closing after the initial closing of a
Fund generally will bear the Management Fee from the date of the initial closing of such Fund plus
interest. The Management Fee will be payable until all portfolio investments are distributed or until
such General Partner’s relationship with the applicable Fund is terminated for other reasons (as
described in the Fund’s Governing Documents). Installments of the Management Fee payable for any
period other than a full three-month period generally are adjusted on pro rata basis according to the
actual number of days in such period.

         The Management Fee generally is reduced by a specified percentage of a Renewables Fund’s
share of any directors fees, management fees, advisory fees, consulting fees, monitoring fees, brokers’
and finders’ fees, transaction fees, investment banking fees and net break-up fees, and litigation
payments, if any, from broken deals, (ii) the expected share as determined by a General Partner in its
reasonable discretion) of any fees (net of any related expenses) received by the Adviser, a General
Partner, the Principals or any affiliate thereof from potential portfolio investments, including directors
fees, management fees, advisory fees, consulting fees, monitoring fees, brokers’ and finders’ fees,
transaction fees, investment banking fees and net break-up fees, and litigation payments, if any, from
broken deals, and (iii) any fees paid to placement agents, brokers, or finders by a Renewables Fund in
connection with solicitation of Commitments from Limited Partners (“Other Fees”), as more fully
detailed and subject to the terms set forth in the relevant Governing Documents. In the event that Other
Fees with respect to any year exceed the amount of Management Fees payable with respect to such
year, then such excess Other Fees shall be applied against future Management Fees until fully used but
shall not be carried back to prior periods. If, upon liquidation of a Renewables Fund, there are any
Other Fees that have not been applied against the Management Fee pursuant to the applicable
Governing Documents, then the Adviser will return such excess Other Fees to the Fund for distribution
to the Limited Partners that elect, by providing notification to the General Partner, to receive such
excess Other Fees pro rata based on their respective Capital Commitments. Additionally, as further
described below and in the applicable Partnership Agreement of the Fund, the Advisers’ may retain
certain Consultants (as defined herein) to provide services to (or with respect to) certain portfolio
investments in which a Fund invests. Such Consultants generally receive compensation and other
amounts described herein, but no such amounts will result in additional offsets to the Management Fee.

         The Adviser may receive compensation of the type referred to in the preceding paragraph from,
or on behalf of or with respect to co-investors in an investment. The receipt of such compensation will
not reduce any Management Fee payable by any Renewables Fund that have also invested in such
investment, and as a result a Renewables Fund will, in most cases, only benefit with respect to its
allocable portion of any such compensation and not the portion of any compensation that relates to such
co-investors which have the potential to be significant. Similarly, in certain circumstances, the Adviser
expects that co-investors or other parties will negotiate the right to share a portion of such fees from a
particular investment, and the above-described offset will be applied after excluding any amounts paid
to such persons. Additionally, as further described below under “Consultants” and in the applicable
Governing Documents of each Fund, it is the Adviser’s practice to use or retain certain Consultants (as
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Item 7 - Types of Clients

         As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services
only to Funds, which are investment partnerships, or similar entities, which are exempt from
registration under the Investment Company Act. The Investors participating in the Funds may include
individuals, banks or thrift institutions, 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 may include, directly or indirectly, Principals or other
employees of the Adviser and its affiliates and members of their families, and Consultants or other
service providers retained by the Adviser.

        Each Fund will generally have a minimum investment amount between $5 million and $10
million for third-party Investors in the Funds, and Fund interests will be offered and sold solely to
qualified purchasers or qualified knowledgeable personnel of the Adviser. Such minimum investment
amounts may be waived by the Adviser.