Impact Engine Management PBC

Item 5 - Fees and Compensation

The following is a general description of the fees, compensation, and other expenses of the Clients.
Each Client’s Governing Documents will generally describe fees, compensation, and expenses in
greater detail. Investors should refer to such Governing Documents of the applicable Client for a
complete understanding of how Impact Engine is compensated for its advisory services.
With respect to each Client, the respective General Partner, in its sole discretion, is permitted to
enter into side letters and other agreements granting more favorable rights or terms to specific
investors. These rights or terms may include among other items: special rights with respect to
future investment capacity, rights to receive additional, more frequent or specialized reports, and
rights to reduced or waived performance fees, breakpoints, limits, co-investments and/or
management fees.

Management Fee Payable to Impact Engine
Impact Engine receives management fees from Clients. The specific payment terms and other
conditions of these management fees are set forth in the Governing Documents. Management fees
are generally based on a fixed percentage of (i) capital commitments; (ii) the invested amount of
capital commitments; or (iii) the par or market value of a Client’s assets under management, as
applicable. Management fees vary and are based on a number of factors including investment
mandate, services performed, and account size, but these fees generally range from 1%-2.5%,
depending on the respective Client’s strategy.
Management fees generally are payable to Impact Engine on a quarterly basis and are calculated
according to the terms of the Governing Documents. For Clients, the management fee is typically
debited from the Client’s assets and can be payable either in arrears or in advance.
Management fees for the Clients are set forth in the Client’s Governing Documents and are not
negotiable unless Impact Engine enters into side letters with respect to any investor’s fees. For
Separate Accounts, management fees can be negotiable and are expected to vary from Client to
Client. Each Client’s Governing Documents govern how an advisory relationship with Impact
Engine can be terminated. Termination of the advisory relationship is generally not expected, and
the ability of an investor to redeem its interests is generally limited by the Governing Documents
and can vary from Client to Client. In the event a Client pays management fees, and the investment
management agreement is terminated prior to the end of a billing period, Impact Engine will
promptly return any prepaid but unearned management fees and otherwise account for and return
all other client-related funds net of any reimbursed expenses due Impact Engine. Conversely, if
fees are paid in arrears, the Client will owe a prorated management fee upon termination.

Carried Interest
As more fully described in the applicable Governing Documents, a Client’s General Partner will
generally receive a carried interest (the “Carried Interest”) with respect to such Client. Generally,
while subject to change, the Carried Interest will range between 10% and 20% of realized profits
in excess of a set compound preferred return, dependent upon the investment strategy. The Carried
Interest distributed to the General Partner may be subject to a clawback at the end of a Client’s life
if such General Partner has received excess cumulative distributions, and at certain interim
intervals as provided in the Governing Documents. Each Client’s Carried Interest arrangement
differs and is further described in full detail in the relevant Client’s Governing Documents. For
example, some Client’s Carried Interest may be subject to a hurdle rate.
Certain Clients and/or direct or indirect investors in such Clients can incur higher or lower or no
Carried Interest from time to time. Firm personnel, as well as partners, members, employees,
officers, directors, business associates and their respective affiliates of Impact Engine (and its
affiliates) may invest in the Clients indirectly through the Clients’ General Partners (or other

affiliates) and in certain cases may not pay Carried Interest with respect to their indirect
investments in the Clients.

Expenses
Impact Engine and/or the relevant General Partner will generally, in accordance with and subject
to each Client’s Governing Documents, bear ordinary administrative and overhead expenses
incurred in connection with maintaining and operating its offices.
The Clients will generally, in accordance with and subject to a Client’s Governing Documents,
bear all costs and expenses incurred in purchases, sales or exchanges made in connection with the
Clients’ investment activities.
In good faith and in its fair and reasonable discretion, Impact Engine determines on a case-by-case
basis whether an expense should be borne by the Firm, a Client, multiple Clients, or a portfolio
company, if applicable and in accordance with the Governing Documents. To the extent that the
Governing Documents do not expressly provide for a method of allocation or to the extent that an
invoice does not relate to a specific Client, Impact Engine will typically allocate common expenses
among multiple Clients on a pro rata basis and in accordance with its policies and procedures on
expense allocation, unless another method is more equitable in Impact Engine’s discretion.

Item 7 - Types of Clients

Impact Engine provides investment advisory services to pooled or other investment vehicles.
Impact Engine may also provide investment or other advisory services or act as a sub-advisor to
pooled investment vehicles on a managed account basis and in such cases, the “Clients” will
include such managed accounts to the extent applicable. The Clients are offered privately to a
limited number of qualified investors, which may include institutional investors and individuals
qualified to invest in the Client (depending on the applicable exemptions under the federal
securities and other applicable laws). Each Client’s minimum capital and investor qualification
requirements are set forth in the Client’s Governing Documents and each investor is furnished
with a copy of the partnership agreement (or equivalent - e.g., operating agreement) and other
Governing Documents which detail the terms, conditions, and risks regarding the investment.
Impact Engine’s Clients may include investment vehicles designed to aggregate third-party
investments, alongside another Client, directly into a single portfolio asset. The General Partner
may offer co-investment opportunities in its sole discretion, to one or more (but not necessarily all
or even any) Client investors, affiliates of Impact Engine, and/or third parties if it determines that
(i) an investment requires additional capital, (ii) all or a portion of the applicable opportunity is
not required to be offered to a Client, (iii) the full investment opportunity is not appropriate for a
Client, whether due to concentration restrictions contained in a Client’s Governing Documents or
otherwise, or (iv) Impact Engine believes a Client will benefit from the participation of the co-
investor(s). Please refer to the “Co-Investments” description in Item 8.
In determining whether to offer any portion of an investment opportunity as a co-investment,
Impact Engine will take into account its fiduciary duties of loyalty and care to its Clients and Client
investors. Furthermore, co-investment opportunities are made available to select Client investors
and third parties, including, without limitation, management or founders of the applicable portfolio
company, cosponsors, strategic investors, lenders, investment bankers, deal sources (including
finders and consultants), other sponsors (including other private equity or venture capital Firms),
sector experts, strategic advisors, other persons or entities affiliated, associated or otherwise known
to Impact Engine or its personnel. Also, certain service providers, including lenders and
individuals who source transactions, may in the future negotiate co-investment rights or co-
investment priority rights as a component of their compensation in connection with the services
provided.
As the Clients are privately placed and seek to be able to rely upon certain exceptions from the
Investment Company Act, investors in the Clients must generally meet certain suitability and net
worth qualifications such as being an “accredited investor” as defined by Regulation D under the
Securities Act, a “qualified institutional buyer” (“QIBs”) as defined by Rule 144A under the
Securities Act, or a “qualified purchaser” as defined in Section 2(a)(51) of the Investment
Company Act. Personnel who are “knowledgeable employees” as defined in Rule 3c-5 under the
Investment Company Act, could invest in a Client depending on the applicable Client’s eligibility
requirements as set forth in its Governing Documents.