Terra Alpha Investments LLC

Item 5.       Fees and Compensation

Asset-Based and Performance-Based Compensation. The fee schedules for the Clients are described in
detail in each Fund's offering memorandum or in each Account's investment management agreement.

As a general matter, the Funds pay the Adviser an asset-based investment management fee each quarter
in arrears ranging from 0.65% to 1.20% per annum based on the value of the net assets of the respective
Fund on the last day of each calendar month (the "Management Fee"). The Adviser may waive or modify
the Management Fee for investors that are principals, employees or affiliates of the Adviser, relatives of
such persons, and for certain large or strategic investors.

As a general matter, the Adviser is entitled to receive annual performance-based compensation ranging
from 0% to 12% (the "Performance Fee") from the Funds, which is compensation that is based on a share of
net capital appreciation (which, for certain Clients, is measured against a benchmark) of the assets of a Fund.
The Performance Fee with respect to certain fund investors may be subject to a hurdle and a loss carryforward.
The Adviser may waive or modify the Performance Fee for investors that are principals, employees or affiliates
of the Adviser, relatives of such persons, and for certain large or strategic investors.

Expenses. In addition to bearing the Management Fee and Performance Fee, the Funds are subject to other
expenses related to its investments and operations. The Adviser pays its own operating and overhead expenses
such as rent, supplies, secretarial expenses, stationery, charges for furniture and fixtures, employee insurance,
payroll taxes and compensation of employees. All other expenses will be borne by the Funds including legal and
compliance expenses, third-party accounting expenses, third-party administrator expenses, audit and other
professional fees and expenses, organizational expenses, research fees and expenses, Fund-related insurance
costs (including D&O and E&O insurance for the Adviser), investment expenses such as commissions, custodial
fees, bank service fees and other expenses related to the purchase, sale, preservation or transmittal of
Fund assets. Detailed information regarding expenses for each of the Funds can be found in the Funds’
offering documents.

The fees and expenses to be paid by the Accounts are disclosed in the investment management agreements
for each of the Accounts.

The allocation of expenses by the Adviser between it and the Clients, and among the Clients, represents a conflict
of interest for the Adviser. The Adviser will adopt an expense allocation policy that is designed to address this
conflict.

Item 7.       Types of Clients

The Adviser's clients are pooled investment vehicles and separately managed accounts. The subscription
minimums with respect to an investment in the Funds are disclosed in the offering documents of the Funds.
The Accounts are not subject to a minimum investment amount.