Lightsmith Climate Resilience Management LLC

Item 5 – Fees and Compensation

A.     Fee Schedule
The fees and compensation payable to Lightsmith are negotiable and vary among its Clients.
Fees and expenses are generally paid as set forth in the Fund’s Constituent Documents. The
information contained herein in this Item 5 is a summary only and is qualified in its entirety
by the relevant Constituent Documents. It is important that Investors refer to the relevant
Constituent Documents for a complete understanding of expenses and fees they may pay
through an investment in the Fund. However, the range of compensation is generally as
follows:
       1.      Management Fee
The Firm is compensated for its advisory services through asset-based management fees
calculated as a percentage of the aggregate capital commitments from investors, payable
quarterly in advance. The management fee is generally between 0% to 2% annually
(“Management Fee”).
       2.      Advisory Fee
        The Fund will pay to the Investment Adviser a fee, payable quarterly in advance (the
“Advisory Fee”). The Advisory Fee will be equal to, with respect to each Investor (i) during
the Commitment Period, 2% per annum on such Investor’s capital commitment (“Capital
Commitments”) and (ii) thereafter, 2% per annum of such Investor’s net invested capital as
further defined in the Constituent Documents. A portion of the Advisory Fee (as determined
by the general partner) may be paid directly by the Fund to the AIFM.
       3.      Performance-based Fees
Subject to the terms and conditions of the Constituent Documents between Lightsmith’s
affiliated General Partner entities and the Limited Partners in each Fund, Lightsmith or its
affiliated General Partner will receive a carried interest distribution equal to 20% of all
realized profits, subject to an 8% preferred return.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”), in accordance with applicable state law.
       3.      Other Fees
The Firm is responsible for its normal overhead and administrative expenses, including
expenditures on account of salaries, wages, benefits and other expenses.
The Fund will pay all expenses relating to the activities and operations and it proposed or
actual investments as provided in the Constituent Documents, including expenses in
connection with expenses of counsel, consultants or advisors, accountants and custodians,
travel and related expenses incurred in connection with transactions (whether or not
consummated), portfolio monitoring expenses, any insurance, indemnification or litigation

                                                                              Part 2A of ADV:
                                       Lightsmith Climate Resilience Management LLC Brochure

expenses, costs and expenses of borrowings, and any taxes, fees, or other governmental
charges.
From time to time, the Firm will be required to decide whether costs and expenses are to be
borne by the Fund, on the one hand, and other vehicles advised or managed by the Firm or
any of its respective affiliates, on the other hand. The Firm will allocate such feeds and
expenses in a manner it believes in good faith to be fair and equitable, but in its sole
discretion. The allocation
E.     Outside Compensation for the Sale of Securities
Neither Lightsmith nor its supervised persons accepts compensation for the sale of securities
or other investment products outside of its association with Lightsmith.
The foregoing discussion in Items 5 represents Lightsmith’s basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws.
Fees and other compensation are negotiable in certain circumstances and
arrangements with any particular Investor may vary. Although Lightsmith believes its
fees are competitive, lower fees for comparable services may be available from other
investment advisers.

Item 7 – Types of Clients

Lightsmith provides investment advice to the Funds. The Funds include investment
partnerships and/or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as

                                                                              Part 2A of ADV:
                                       Lightsmith Climate Resilience Management LLC Brochure

amended, and the rules and regulations promulgated thereunder (the “Investment Company
Act”). The investors participating in the Funds include asset managers, family offices,
foundations, high net worth individuals, insurance companies, governments, and multilateral
development finance institutions.
As discussed in Item 4, the Funds are authorized to include Alternative Investment Vehicles
established from time to time. Alternative investment vehicle sponsors generally will have
limited discretion to invest the assets of these vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the related Fund.
Investors are required to be “accredited investors” within the meaning of Rule 501(a) under
the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the “Securities Act”), and either “qualified purchasers” within the meaning of
Section 2(a)(51) under the Investment Company Act or, in the sole discretion of the
applicable General Partner, “qualified clients” within the meaning of Rule 205-3 under the
Advisers Act (or qualified knowledgeable Lightsmith personnel). Each Fund generally has a
minimum investment amount for third-party investors as provided in such Fund’s
Partnership Agreement. Such minimum investment amount may be waived by the applicable
General Partner in its sole discretion.