Green Cities Investment Management LLC

Item 5:          Fees and Compensation
A. FEE SCHEDULE

We are compensated for our advisory services to the Funds based on a percentage of capital
commitments and performance - based amounts. If we manage any separate accounts in the
future, our compensation will likewise be based on a percentage of the client’s capital
commitment.

FUNDS

Typically, from the initial closing date of a Fund until the third anniversary thereof, the Fund
pays to us an annual advisory fee (a “ Management Fee ”) equal to a certain percentage of
the total capital commitments (regardless of whether such capital has been invested) of the
limited partners of the Fund. Thereafter, the Management Fee is equal to a certain
percentage of the aggregate unreturned capit al contributions made to the Fund.

We, in our discretion, may waive or reduce the Management Fee applicable to all or any of
the limited partners in the Funds or agree to waive or alter the Management Fee as to a
limited partner. The Management Fee charged by the Funds is reduced by the amount of any
transaction, break - up or similar fees received by us as described in the Partnership
Agreements.

There can be no assurance as to when a Fund’s committed capital will be invested or that the
entire capital commitment of an investor will be invested.

We are also apportioned carried interest distributions from the Funds based on the net cash
proceeds attributable to a Fund’s investments (“ Carried Interest“ ). We, in our discretion,
may waive or reduce the Carried Interest as to all or any of the investors in the Funds or agree
with an investor to waive or alter the Carried Interest distribution as to that investor. Our
Carried Interest is also subject to a “clawback”, which means that we are required to return
to the limited partners distributions we re ceive from the Funds which constitute Carried
Interest under the Partnership Agreements if the limited partners do not receive the return
of their capital contributions made to a Fund plus a certain stated preferred return on their
investment from the Fund on an aggregate basis, covering all the Fund’s investments.

Our Management Fee for each of our existing Funds is       1.50% per annum, and our Carried
Interest distributions do not exceed 30% of the profits earned by a Fund.

We may from time to time enter into a side letter agreement with one or more investors in a
Fund which may, among other terms, provide for (a) withdrawal and/or transfer rights that
are more favorable than the rights granted to all other investors in such Fund, (b) a reduced
management fee and/or performance - based fee or allocation, or (c) greater or more
frequent transparency with respect to that Fund.

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Investors should refer to a Fund’s Offering Documents for additional or supplementary
information regarding any of the Funds as well as the fees paid by the Funds.

SEPARATE ACCOUNT(S)

We will generally receive an annual asset management fee that is calculated as a percentage
of a separate account client’s capital commitment, net invested capital or gross asset value.

We may also receive performance fees that are paid when distributions of the profits are
made from a separate acc ount in excess of the separate account’s invested capital and a
stated minimum return on investment      applicable to the separate account (“ Separate
Account Performance Fee ”).

B. PAYMENT METHOD

FUNDS

The Management Fee generally will be paid either by the Funds quarterly by issuing capital
calls to the investors or by paying the Management Fee from investment proceeds or other
cash held by a Fund. The Carried Interest for a Fund generally is paid out as a distribution of
the net cash proceeds attributable to dispositions of portfolio investments of that Fund.

SEPARATE ACCOUNT(S)

Generally, asset m anagement fees for a separate account will be payable quarterly from
investment proceeds or other cash held by the separate account   . Performance fees, if
applicable and if earned, will be paid from net cash proceeds of the separate account’s
investment after the relevant return hurdles have been achieved.

C.   OTHER FEES AND EXPENSES

FUNDS

The Funds bear all expenses of their operations, expenses incurred in connection with the
purchase, sale and financing of investments, and the fees and expenses of third party service
providers to the Funds. Such expenses include but are not limited to:

         (i) legal, auditing, consulting, financing and accounting fees and expenses of the Fund;

         (ii) expenses associated with the preparation and distribution of the Fund’s financial
         statements and reports to Fund investors and the costs of preparing and filing the
         Fund’s tax returns;

         (iii) out - of- pocket expenses and other expenses incurred in connection with the
         operation of the Fund under the laws of the jurisdiction in which it is organized;

         (iv) expenses incurred in connection with transactions pursued but not ultimately
         consummated;

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         (v) expenses of appraisers and consultants;

         (vi) expenses of litigation and indemnification;

         (vii) insurance premiums;

         (viii) expenses of advisory committee meetings and meetings of the Fund investors;

         (ix) other expenses associated with the acquisition, holding, financing, refinancing and
         disposition of the Fund’s investments, including extraordinary expenses; and

         (x) any taxes, fees or other governmental charges levied against the Fund.

Each Fund bears its organizational expenses, typically up to a maximum of $500,000. To
...

Item 7:          Types of Clients
For a discussion of the Funds and any future separate account , please refer to Item 4 above.
We provide investment advice primarily to the Funds, which are privately offered pooled
investment vehicles. Investors in the Funds include pension plans, endowments, foundations,
and private high - net worth individuals. W e do not provide investment advice to the limited
partners of the Funds. We also may provide investment advisory services in the future to
other separate account advisory clients.

ACCOUNT REQUIREMENTS AND MINIMUMS

We generally require Qualified Investors to make a minimum initial investment and to
maintain a minimum investment in the Funds. Qualified Investors must also be         eligible to
enter into a performance fee arrangement under the Advisers Act. We require Qualified
Investors to make representations concerning their financial sophistication and ability to bear
the risk of loss of their entire investment in a Fund. The minimum investment requirement
may be waived by us in our sole discretion.

Separate accounts are subject to negotiation. Generally, we do not require a minimum
investment to manage a separate account, but we do require that any advisory client for
whom we manage a separate account be eligible to enter into a performance fee arrangement
under the Advisers Act.

1618814898.2                                                                                    10

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