EYRE Street Capital LLC

Item 5. Fees and Compensation

Fees

Detailed information regarding fees is included in each Fund’s Governing Documents. Fees paid for
services provided to managed accounts are determined on a client-by-client basis.

A Fund generally pays management fees (a “Management Fee”) and carried interest, depending upon each
Fund’s investment strategy. Management Fees for ESC Sustainable Solutions Fund, L.P. generally are
calculated as a percentage of contributed and unreturned capital quarterly in advance and on each funding
date. Management Fee rate varies depending on the capital commitment amount. The Management Fee will
be payable until all capital drawdown is returned or until Eyre Street’s relationship with the Fund is
terminated for other reasons (as described in the Governing Documents). As a general matter, Management
Fees will be payable during term extensions unless otherwise agreed with investors in the relevant Fund.

Carried interest is calculated as a percentage of profits of the private funds. Our private funds generally
pay a carried interest on realized returns, and such carried interest payments, excluding tax distributions,
are not paid to us until investors receive 100% of their capital back plus a preferred return, pursuant to a
Fund’s Governing Documents.

Eyre Street also is permitted to receive certain supplemental or transaction fees, including commitment,
break up, directors’ or other similar fees with respect to investment or proposed investments (“Transaction
Fees”). A Fund’s Governing Documents generally will provide that net Transaction Fees (i.e., the excess
of any such fees over the unreimbursed out-of-pocket expenses relating to an applicable transaction)
received by Eyre Street and attributable to the Fund’s investment in a portfolio company will be (i) credited
against Management Fees otherwise owed to Eyre Street in a specified percentage, or (ii) paid over to the
Fund or a related special purpose vehicle. To the extent that all or any portion of Transaction Fees are not
required to be credited against a Fund’s Management Fees, Eyre Street will be permitted to retain such
amounts. For the avoidance of doubt, no Fund or other investment vehicle managed by Eyre Street that
does not bear management fees is expected to receive the benefit of any management fee offsets with respect
to their allocable portion of any Transaction Fees and the partners in any such Fund or other investment
vehicle will generally not be entitled to receive any payment or credit relating to such Transaction Fees
upon the liquidation of such Fund or other investment vehicle.

Expenses

In addition to the management fee and carried interest, each Fund bears certain expenses. From time to
time, Eyre Street is permitted to advance payment of an expense on behalf of the Fund and to the extent
that the expense may be appropriately borne by the Fund, Eyre Street may seek reimbursement from such
Fund. The payment of expenses by a Fund will reduce the value of each investor’s investment in the Fund.

Detailed information regarding the expenses to which each Fund is subject is set out in a Fund’s Governing
Documents. Private fund expenses are expected to include, without limitation, the following categories of
expenses:

•       formation expenses of the fund and related entities, including fees and expenses of counsel to,
        accountants for and agents of the fund, its general partner, if applicable, and the applicable filing
        adviser, of personnel of the applicable filing adviser and its advisors, and other expenses (including,
        without limitation, travel and travel-related costs and expenses (including business class airfare and
        first class airfare)), in each case, incurred in connection with the formation and marketing of the
        fund and related entities, the preparation of the fund’s operative documents and the offering of
        equity interests of the fund;

•       audit fees and other out-of-pocket expenses incurred in connection with the preparation and
        distribution of financial statements for the fund, any portfolio company or special purpose vehicles
        used by the fund with respect to any investment, audit and reporting compliance;

•       expenses incurred in connection with the evaluation, acquisition or disposition of investments
        (whether or not consummated), including:

        o   private placement fees,

        o   sales commissions,

        o   appraisal fees,

        o   taxes,

        o   brokerage fees,

        o   underwriting commissions and discounts,

        o   travel and travel-related expenses (including business and first-class airfare);

        o   legal, accounting, investment banking, consulting fees (including without limitation, fees
            payable to expert network consultants) and professional fees;

        o   research-related fees and expenses;

        o   data and information service providers (e.g., Bloomberg, Debtwire, general market research
            with respect to trading models and industries, etc.); and

        o   other transaction costs.

•       a fund’s allocable share of costs and expenses incurred in respect of any proposed investments that
        are not consummated and that were not intended by the general partner to support any investment
        previously made by the fund such that the general partner determines that such expenses should be
        considered investment expenses with respect to such investment previously made, including,
        without limitation, fees and expenses incurred to obtain financing commitments and fees and
        expenses paid to legal counsel, accountants or experts retained to negotiate or document a proposed
        investment or to conduct due diligence reviews, in each case to the extent that with respect to any
        such proposed investment (i) such out-of-pocket costs and expenses are not otherwise reimbursed
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Item 7. Types of Clients

We serve as the investment manager of, and provide investment advisory services to, private investment
funds (i.e., pooled investment vehicles) and may in the future serve as the investment manager of, and
provide investment advisory services to, one or more managed accounts. Eyre Street is not acting as an
investment adviser or otherwise making any recommendation as to an investor’s decision to invest in the
Funds. With respect to the private funds, investment advice is provided directly to a Fund and not
individually to any of such Fund’s limited partner.

The private funds’ investors may consist of one or more of the following: individuals, pension and profit-
sharing plans, financial institutions (including funds of funds), trusts, endowments, charitable organizations
and corporations or other business entities.

Each private fund investor or managed account client is required:

•       to be an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D under the
        Securities Act of 1933;

•       to be a “Qualified Client” as such term is defined in SEC Rule 205-3 under the Investment Advisers
        Act of 1940;

•       to be a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment
        Company Act of 1940; and

•       to meet such other eligibility requirements as we determine on a case-by-case basis.

There is no minimum size for the funds or managed accounts we advise. Our Funds generally have
minimum investment amounts ranging from $500,000 to $10,000,000. Subject to applicable statutory
minimums, such minimum investment amounts are negotiable.