Foresight Group LLP

Item 5 – Fees and Compensation

           A.    Describe how you are compensated for your advisory services. Provide your
           fee schedule. Disclose whether the fees are negotiable.
           Foresight is compensated for its advisory services with a management fee (the
           “Management Fee”) and a performance based carried interest allocation (“Carried
           Interest”).

3   These numbers reflect adjustments for investments of the Cromwell fund in other Foresight products.

           Management Fees

           For its investment advisory services provided to Funds, Foresight and/or an affiliated entity,
           such as a Fund’s general partner, typically receive a management fee4 calculated either
           as a percentage of the net assets or invested capital pursuant to the Offering and/or
           Governing Documents, which are provided to prospective investors.

           For its investment advisory services provided to Managed Accounts, Foresight typically
           receives a management fee calculated either as a percentage of the net assets or invested
           capital as disclosed in the relevant investment management agreement to which the
           investing entity/person is a party.

           For the Cromwell Foresight Global Infrastructure Fund5, with respect to sub- advisory services
           provided to investment companies, the firm receives a percentage of the management fee
           outlined under the Fees and Expenses of the Fund section in the prospectus.

           Offering and/or governing documents, including the investment management agreement
           (or such other agreement that govern Managed Account arrangements) in the case of a
           Managed Account, when applicable, will be referred to herein as the “Offering and/or
           Governing Documents”. Notwithstanding Item 5 and Item 6 below, a Client’s Offering and/or
           Governing Documents may provide for a fee structure pursuant to which Foresight is
           compensated on the basis of entirely different criteria, metrics, or circumstances than those
           described.

           While Foresight’s policy is that its fees are not negotiable, Foresight reserves the right to waive
           or reduce its fees for certain investors or Clients.

           As different Fund governing documents may provide a different level of Management Fee,
           the existence of differing Management Fees for Clients investing side-by-side may create
           a conflict of interest for Foresight and its affiliates with respect to the allocation of investment
           opportunities. Foresight’s investment allocation policy (see Item 16 – Investment
           Discretion) addresses this potential conflict of interest.

4 For certain funds, the Fund general partner receives a Priority Profit Share from the Fund and Foresight invoices
the general partner for a management fee of an equal amount.
5 Formerly Cromwell Foresight Global Sustainable Infrastructure Fund

Management Fee Offset

Generally, the management fee payable by a Client to Foresight will be reduced by all or a
portion (as disclosed in the Offering and/or Governing Documents of the relevant Client) of
such Client’s allocable share of any origination or other transaction fees (including
commitment, closing, amendment, waiver, directors’, topping, organizational, break-up,
monitoring, exit or other disposal fees, or other similar fees in respect of such Client’s
purchase, monitoring or disposal of an investment or prospective investment by such Client
(collectively, “Other Fees”)) received by Foresight for transactions effected for such Client’s
account.

B.    Describe whether you deduct fees from clients’ assets or bill clients for fees
incurred. If clients may select either method, disclose this fact. Explain how often
you bill clients or deduct your fees.

Management Fees generally are payable monthly or quarterly in advance subject to the
applicable Offering and/or Governing Documents. Foresight may elect to defer payment of all
or part of the management fee payable by a Client. Management Fees payable by a Client are
generally deducted from the Fund’s assets and may be deducted from the Client’s assets as/ if
permitted by the applicable Offering and/or Governing Documents. Where that’s not the case,
Clients will be invoiced for such Management Fees.

C.     Describe any other types of fees or expenses clients may pay in connection
with your advisory services, such as custodian fees or mutual fund expenses.
Disclose that clients will incur brokerage and other transaction costs, and direct
clients to the section(s) of your Brochure that discuss brokerage.

Subject to the applicable Offering and/or Governing Documents, each Client will generally be
responsible for the organizational expenses, including, without limitation, legal, accounting,
director’s fees, filing, capital raising, marketing, advertising, secretarial and wholesaling and
other organizational expenses of the Client, as well as organizational expenses of any
related investment vehicles and any parallel funds.

The Offering and/or Governing Documents of each Client provide a description of any
additional fees and expenses for which such Client may be responsible in addition to the
Management Fees and any performance-based allocations or fees (see Item 6 –
Performance-Based Fees and Side-By-Side Management below).

Portfolio Company Remuneration

Foresight and its affiliates may perform management, advisory, transaction-related,
financial advisory and other services for, and receive transaction and monitoring fees from,

affiliates and portfolio companies to the extent that it is described in more detail in each
Fund’s Governing Documents. In consideration for such services, Foresight may receive
directors’ fees and arrangement fees monitoring fees and breakup fees, as mentioned
...

Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such
as individuals, trusts, investment companies, or pension plans. If you have any
requirements for opening or maintaining an account, such as a minimum
account size, disclose the requirements.

In the United States, Foresight’s advisory services are limited to providing investment advice to
“qualifying private funds” as that term is defined in Section 203(m) of the Advisers Act, sub-
advisory services to mutual funds, Managed Accounts, accredited investors and qualified
purchasers. The Clients and investors in Foresight’s Funds and Managed Accounts are mainly
institutional investors and high-net worth individual investors capable of understanding the
risks of their investments, including the following types of persons:

  •   Banks and other financial institutions
  •   Insurance companies
  •   Investment companies
  •   Public and private retirement and pension plans
  •   Public and private profit sharing plans

     •   Trusts and estates
     •   Charitable organizations
     •   State and municipal government agencies
     •   Sovereign wealth funds
     •   Hedge funds and funds of funds
     •   High net worth individuals
     •   Corporations
     •   Business entities other than those listed above

 Foresight (a) must have a reasonable belief that potential investors invited to participate in
 Funds or other products meet certain eligibility requirements and (b) in each case must
 satisfy certain compliance procedures (including anti-money laundering procedures), prior
 to accepting any subscription or investment amount. In addition, any separate maintenance
 or other investment-related provisions (e.g., minimum account sizes, minimum fee amounts,
 etc.) will be provided in the Offering and/or Governing Documents of each Fund or Managed
 Account, which are made available to each potential investor prior to investment.

 Foresight provides investment advisory services to investment vehicles, including but not
 limited to, Open Ended Investment Companies (“OEICs”), Venture Capital Trusts (“VCTs”),
 Enterprise Investment Schemes (“EIS”) and other UK government sanctioned inheritance and
 business property tax relief funds. These investment vehicles are not offered or generally sold
 by Foresight directly to investors but may be offered and sold to retail investors through
 appropriately qualified financial intermediaries. It also provides investment advisory and/or
 management services to pooled investment funds in limited partnership structures to
 institutional clients and UK investment trusts.