Newlight Partners LP

ITEM 5 FEES AND COMPENSATION

        In general, the Adviser or an affiliated entity receives a management fee (the “Management
Fee”) and a carried interest in connection with advisory services to its clients. Investors in the Funds
also bear certain expenses. The Adviser, its affiliates, personnel, agents, advisors or representatives
and/or the Principals expect to receive additional compensation in connection with the companies in
which the Funds invest, including deal fees, finders' fees, transaction fees, investment banking fees,
consulting fees, advisory fees, monitoring fees, break-up fees, directors' and board fees and other fees

and similar compensation that are attributable to Fund investments (collectively, “Transaction Fees”).
In certain circumstances, as more fully described in the Governing Documents, Transaction Fees will
offset in whole or in part the Management Fees otherwise payable to the Adviser (net of any
unrecouped expenses which the Adviser has elected to pay on behalf of the relevant Fund), excluding
amounts remitted to the Fund in accordance with the relevant Governing Documents. To the extent
permitted under the relevant Governing Documents, the Adviser generally expects to retain any offset
credit remaining at the end of the term of a Fund and no rebate will be made to such Fund. For the
avoidance of doubt, Transaction Fees received on behalf of or with respect to an investment in which a
Fund and one or more other Funds or persons have invested generally will be apportioned among such
Fund(s) and other persons, and as a result, to the extent a Fund receives a Management Fee offset, it
will, in most cases, only benefit with respect to the relevant allocable portion of the relevant Transaction
Fee and not the portion of any Transaction Fee related to: (i) General Partner or affiliated partner
commitments; or (ii) co-investors or potential co-investors (which could include co-investment
vehicles managed by the Adviser, service providers, third parties, current or former portfolio company
management or personnel, sellers that have rolled their interest or reinvested proceeds in the portfolio
company and/or others); or (iii) the value of profits, participation or equity interests in or relating to
the relevant portfolio company, including interests owned by current or former portfolio company
management, which have the potential to be significant. To the extent Transaction Fees are paid in
kind (including through securities, option grants or other interests), the Adviser is permitted to
calculate the amount of offset based on the then-current value of the in-kind payment, rather than the
ultimate value of the interests as of a future date. Transaction Fees will be offset only to the extent
they are paid during the holding period of the relevant Fund, and investors generally will not receive
the benefit of Transaction Fees paid prior to the Fund’s acquisition, or following the Fund’s
disposition, of the relevant investment. Similarly, to the extent a former employee of the Adviser
becomes a consultant to, or employed by, a portfolio company, no compensation earned by such
former employee will offset the Management Fee, whether or not such former employee has a
remaining interest in the relevant Fund’s General Partner or affiliated entity. Conversely, in the event
that the Adviser employs a person that previously received compensation from a portfolio company,
limited partners will receive the benefit of any applicable offset only beginning as of the relevant start
date of the person’s employment with the Adviser, and not with respect to any compensation paid
prior to such date, including equity grants made prior to the date of employment that vest thereafter.

        Management Fees

       The Funds pay the Adviser the Management Fee. Each Fund's Management Fee is more fully
described in such Fund's Governing Documents.

        In general, a Fund will pay the Adviser, quarterly in advance, a Management Fee equal to 2.0%
on an annual basis of aggregate investor capital commitments (“Commitments”) held by partners not
designated as “affiliated partners” or “anchor investors” by the relevant General Partner. Investors
participating in a closing after the initial closing date will bear the Management Fee from the initial
closing date and, in addition, such investors will be charged an amount equal to the product of (i) the
prime rate plus 2.0% per annum multiplied by (ii) the amount of such assessed Management Fees,
calculated from the date such Management Fee payments would have been due if such investor were
admitted for its full Commitment on the initial closing date. Upon the earlier to occur of (a) the
expiration of the investment period and (b) the date on which the Adviser or any of its affiliates first
receives or begins to accrue Management Fees from another private equity investment fund with
objectives, strategy and scope substantially similar to those of the Fund in accordance with the terms
described in the Fund’s Governing Documents, the Management Fee will equal the sum of (x) 2.0%

of (A) the aggregate investment contributions (including any amounts borrowed pursuant to any
subscription facility of the Fund), less (B) the aggregate amount of investment contributions with
respect to the portion of each investment that has been disposed of or permanently written down;
provided that investments (other than bridge financings) in a portfolio company will be treated as
having been disposed of or permanently written down only to the extent that, as of the date of any such
disposition or write-down, the aggregate fair market value of all remaining Fund investments
(excluding bridge financing) in such portfolio company is less than the Fund’s aggregate investment
contributions made with respect to such portfolio company, plus (y) 2.0% of the aggregate amount of
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ITEM 7 TYPES OF CLIENTS

        The Adviser provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to the Adviser’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds include investment partnerships or other
investment entities formed under domestic or foreign laws and operated as exempt investment pools
under the Investment Company Act of 1940, as amended. The investors participating in the Funds
include high net-worth individuals and their related entities, individuals, banks or thrift institutions,
other investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities
and often include, directly or indirectly, the Principals or other personnel of the Adviser and members
of their families, operating partners or other service providers retained by the Adviser or a Fund, as
well as executives of portfolio companies.

         The relevant General Partner also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit one or more investors to participate in one or more particular
investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative
investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles
independent of limitations or other procedures set forth in the Governing Documents of such vehicles
and the related Fund. To the extent that the Funds have minimum investment amounts, such amounts
are set forth in the relevant Governing Documents. Fund interests generally are offered and sold solely
to qualified purchasers.