Power Sustainable Manager US Inc

Item 5 Fees and Compensation

  We are compensated for our investment advisory services with respect to Separately Managed Accounts through a
  combination of a management fee and/or a performance fee and with respect to a Fund by a management fee, a
  performance fee or through carried interest distributions from a Fund to a supervised person of Power Sustainable.

  We can negotiate fees for services with a Client (or, in some cases, an investor) on an individual basis, including
  alternative fee arrangements, rather than basing our fees on a general fee schedule. When we negotiate fees, we can
  take into consideration, among other things, the investment mandate, total market value, regulatory requirements,
  reporting requirements, customization of the investment or reporting process or other special considerations
  relevant to a particular Client account (“Account”). Similarly, in appropriate circumstances, we can waive or reduce
  all or a portion of the fees we charge to a particular Client or investor in our sole and absolute discretion. For
  example, we can waive or reduce fees for Accounts held by or on behalf of Power Sustainable US and its employees,
  principals, shareholders or affiliates. Also, Power Sustainable or an affiliate could, in its sole discretion, agree to
  bear certain operating expenses of a Fund that exceed a cap agreed with the Fund investors generally or applicable
  to the Fund as a whole.

  Payment schedules and mechanisms for Separately Managed Accounts are negotiated, and these Clients are
  invoiced in accordance with such Account’s Advisory Agreement. Fees are generally paid in arrears and are
  ordinarily based on the amount of invested capital within the relevant Separately Managed Account(s), including
  allocations to cash, on the appropriate valuation day.

  Funds

  With respect to Fund I, management fees will be assessed at the rate per annum equal to such Limited Partners
  Management Fee Percentage of its attributable share of the Funds cost basis in Investments (including any related
  expenses). A Limited Partners Management Fee Percentage will be as follows: (i) 1.20% with respect to each
  Limited Partner that has made a Commitment of $50 million or less, (ii) 1.10% with respect to each Limited Partner
  that has made a Commitment greater than $50 million but less than or equal to $150 million; and (iii) 1.00% with
  respect to each Limited Partner that has made a Commitment of greater than $150 million. The Management Fee
  may be waived or reduced in the Manager’s discretion.

  With respect to Fund II, management fee will be assessed in respect of each Limited Partner at 2.00% per annum
  of such Limited Partner’s Management Fee Base. “Management Fee Base” means, (a) from the Initial Closing
  Date and until the end of the Commitment Period, such Limited Partner’s Commitment and (b) thereafter, such
  Limited Partner’s attributable share of the Fund’s invested capital. The Management Fee may be waived or reduced
  in the Manager’s discretion.

  Expenses

  In general, each Fund is responsible for all costs and expenses relating to its operations, which are further set out
  in the relevant Fund Governing Documents for each Fund, including but not limited to: all fees, costs and expenses
  directly related to the purchase and sale of investments; principal, interest, fees, expenses and other amounts
  payable in respect of financings; custody fees and costs of other third party services; legal, accounting, and other
  professional costs including those provided by employees of Power Sustainable; any insurance, indemnity or
  litigation expenses; all costs of the Fund’s administration, including preparation of its financial statements and
  reports to limited partners, costs of meetings of partners, expenses relating to the Fund’s limited partner advisory
  committee (“Limited Partner Advisory Committee”), if any, and any taxes, fees or other governmental charges
  levied against the Fund.

  In addition, each Fund is responsible for its share of out-of-pocket costs and expenses in connection with
  prospective investments that are not consummated. Each Fund is also responsible for all costs and expenses incurred
  in connection with the organization of the Fund (including any subsidiary pooling vehicles), the general partner of
  the Fund, and Power Sustainable carry partners, if any, including legal and accounting fees, printing costs,

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  reasonable travel and out-of-pocket expenses, and all costs and expenses incurred in connection with the offering
  of interests in the Fund (but excluding any placement fees).
  Power Sustainable faces a variety of potential conflicts of interest when it determines allocations of various fees
  and expenses to and among the Funds. For example, from time to time, a Fund’s general partner will be required
  to decide whether costs and expenses are to be borne by the Fund, on the one hand, or Power Sustainable, on the
  other, and/or how certain costs and expenses should be allocated between one Fund, on the one hand, and any other
  Funds. Such allocation determinations will be inherently subjective and give rise to conflicts of interest due to the
  inherent biases in the process. The general partner will or may use a variety of methodologies to allocate expenses,
  depending on the circumstances, which are expected to take into account such factors or considerations deemed
  relevant or appropriate by the general partner in its sole discretion. Furthermore, prospective investors should note
  that certain expenses borne or paid by the Funds may directly or indirectly benefit Power Sustainable and/or our
  affiliates and any other clients.
  The foregoing description is not intended to be exhaustive and is qualified in its entirety by the applicable governing
  and offering documents of each Fund.
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Item 7 Types of Clients

  Power Sustainable provides investment advice through Separately Managed Accounts to institutional investors,
  including:

          •   pension and profit sharing plans;
          •   government-sponsored asset pools;
          •   family offices;
          •   charitable organizations;
          •   sovereign wealth funds;
          •   insurance companies;
          •   corporations or business entities other than those listed above; and
          •   religious organizations, unions, trusts, medical associations, and family investment vehicles.
  Each Separately Managed Account will be held by a qualified client that is otherwise eligible to invest in the Funds
  and such accounts will pursue investment objectives and strategies that are substantially similar or otherwise related
  to the Funds.
  Power Sustainable also provides investment advice to one or more Funds. Power Sustainable does not offer services
  to natural persons or legal representatives of natural persons who seek to receive services primarily for personal,
  family or household purposes.

  This Brochure may be provided to current or prospective investors in a Fund, which together with the Fund
  Governing Documents, prior to or in connection with such person’s consideration or execution of an investment in
  the Funds. This Brochure will also be provided to Separately Managed Account Clients prior to execution of any
  Advisory Agreement for such Client.

  Investors and other recipients should be aware that while the Brochure may include information about the Funds,
  as necessary or appropriate, it should not be considered to represent a complete discussion of the features, risks or
  conflicts associated with the Funds. More complete information about the Funds are included in the Fund
  Governing Documents, which may only be provided to current and eligible prospective investors. The Funds or
  their interests or shares are not registered with the SEC under the U.S. Investment Company Act of 1940, as
  amended, and the U.S. Securities Act of 1933, as amended.

  A Fund may have a specified minimum investment set forth in the contractual documents or Fund Governing
  Documents. Such a minimum is typically subject to the discretion, on the part of Power Sustainable, to permit
  investment of a smaller amount generally with respect to any investor.

  In no event should this Brochure be considered to be an offer of interests in a Fund or relied upon in
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  determining to invest. It is also not an offer of, or agreement to provide, advisory services directly to any
  recipient.

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