Impax Asset Management AIFM Ltd

Item 5. Fees and Compensation

Fees and Compensation Regarding IAM

Fees are negotiated between IAM and its clients based on the strategy and services
provided, prior to execution of the client agreement. Fees are charged either monthly or
quarterly in arrears. For the listed equity strategies, fees are either calculated by reference

to the average or month end net asset values (“NAV”) or NAV plus performance fee and
are invoiced to clients in arrears.

Fees and Compensation Regarding AIFM

Fees are negotiated between AIFM and its clients based on the strategy and services
provided, prior to execution of the client agreement.

For the PE Funds, fees are calculated by reference to committed capital during the relevant
fund’s investment period, and thereafter invested capital, and are invoiced to clients in
advance. AIFM generally charges the funds (i) a priority profit share ranging from 1.4% -
1.6% during the investment period based on total commitments and thereafter the same
rate applies to the remaining-asset cost basis and (ii) a profit share of 20% after an 8%
performance target is achieved. Since investors are generally not permitted to withdraw
or redeem their investment in a fund prior to the dissolution of the fund, refunds of
management fees are not available to investors. In the event the advisory arrangement is
terminated during a quarter, advisory fees that have been prepaid would be returned on a
prorated basis, minus reasonable expenses.

For Global Resource Optimization Fund LP (i.e., the listed equities private fund), AIFM
charges a management fee of 1.1% per annum, based upon the private fund’s NAV on the
last business day of each month; however, the general partner may assess a higher or
lower management fee to certain limited partners in its discretion.

Compensation and termination arrangements apply in accordance with client agreements.
Funds managed by AIFM pay normal transaction and brokerage charges incurred in the
management of the funds. Clients also pay the costs and charges of the custodian and
administrator.

In addition to the PE Funds’ fees described above, the PE Funds and/or their investee
companies generally bear the following fees and expenses without limitation:

   •   Organizational expenses, including all legal and other expenses incurred in
       connection with the establishment of the PE Fund and the offering of the Interests
       in the PE Fund up to an amount (excluding value-added tax) subject to limitations,
       if any, as described in the governing documents, and organizational expenses in
       excess of this amount and commissions payable to placement agents, brokers and
       intermediaries will be paid by the investment manager.

   •   Operating expenses, which include, without limitation:
          o All costs, charges and expenses properly incurred by the PE Fund directly
              or through an investment vehicle in connection with the PE Fund’s
              activities;
          o All interest and other expenses related to a specific acquisition financing,
              refinancing, hedging, disposal (to the extent they are not capitalized as part
              of the cost of acquisition) including all broken deal expenses (where
              pertinent fund investment committee has approved a due diligence
              budget) or any bridging facility, whether or not such acquisition, financing,
              hedging, disposal or bridging facility is completed (including but not limited
              to all legal accounting and brokerage fees and expenses and registration
              fees and expenses);
          o External consultant fees, including indirectly those of the operating
              partners, which are charged to the applicable investee company, financing
              costs and expenses relating to the evaluation, negotiation, acquisition,
              protection, monitoring, including software and technology solutions

    relating to portfolio companies compliance and reporting, and attending
    meetings of investors or investor advisory committees in respect of each
    portfolio investment, performing anti-money laundering and commercial
    “know your client” checks on the relevant portfolio investment and
    disposition of the PE Fund’s assets;
o   The costs, fees and expenses of all legal, auditing, consulting, accounting
    administrative, custodial, depositary, paying agent, transfer agent,
    representatives of a PE Fund appointed in certain jurisdictions pursuant to
    applicable law, appraisal, valuation, regulatory, ESG consulting, advisory,
    production and disclosure of ESG reporting, compliance fees and
    expenses, including expenses associated with foreign account reporting
    regimes compliance, (including the relevant Form PF, U.S. Commodity
    Futures Trading Commission filings, reports, filings, disclosures and
    notices pursuant to the AIFM Directive, including reporting under Annex IV
    of the AIFM Directive, reporting under the European Market Infrastructure
    Regulation ((EU) No 648/2012)), disclosures and notices prepared in
    connection with the collection of data and preparation of filings, reports,
    disclosures and notices prepared in connection with the European Union
    Sustainable Finance Disclosure Regulation ((EU) No 2019/2088) (the
    “SFDR”) and any other applicable legislation or regulation related to the
    European Commission’s Action Plan on Financing Sustainable Growth,
    disclosures, notices and reporting prepared in connection with the
    European Union Solvency II Directive, as amended (2009/38/EC) and anti-
    money laundering and “know your client” checks on investors in such PE
    Fund) as well as any financial or other professional advisers (including the
    overhead costs of personnel providing accounting services) and all
    independent consultants retained to advise the general partner or
...

Item 7. Types of Clients

IAM’s Types of Clients

IAM provides discretionary and non-discretionary portfolio management services to, among
other, the following types of clients:

    •   Corporations
    •   Pension and profit-sharing plans
    •   Endowments and foundations
    •   Trusts
    •   Charitable organizations
    •   Insurance companies
    •   Investment companies (including mutual fund companies)
    •   Investment consultants
    •   Religious organizations
    •   Pooled investment vehicles (including a private equity fund)
    •   Banking institutions
    •   Municipalities

The Firm provides investment management and advisory services to professional and
institutional clients. The Firm does not market or provide investment services directly to
individuals but advises the accounts of individuals through the Wrap Fee Program.

AIFM’s Types of Clients

AIFM provides discretionary portfolio management services solely to pooled investment
vehicles, which include the PE Funds and two listed equities funds.