Page 5 of 17 The Adviser generally seeks to receive from its Clients an annual asset-based fee (“Base Advisory Fee”) as compensation for its advisory services. However, some non-Fund Clients have different arrangements. Each fee-paying client receives a separate fee bill. Client fees are not automatically deducted from Client accounts. In addition, Clients may be required to pay other fees and expenses associated with their accounts generally (e.g., custody costs, auditing fees, legal fees) or with infrastructure investing specifically, such as broken deal expenses, discussed in Item 8, below. The Adviser has two categories of non-Fund Clients: (1) an affiliated, nondiscretionary Client; and (2) unaffiliated nondiscretionary accounts. Fee arrangements vary depending on the applicable category. Fees are paid quarterly in arrears and any payment for a period of less than three months shall be adjusted on a pro rata basis according to the actual number of days during the period. Fees are based on the amount of capital invested in the Client’s account, meaning the aggregate outstanding principal amount of portfolio securities recommended by the Adviser to the Client minus the net write down of any asset. The fee rate is dependent on the amount of invested capital each quarter. No fee is paid unless such Clients acquire an asset recommended by the Adviser. Performance Fee Currently, the Adviser has an agreement to receive Performance Fees

from a Client and may seek partial compensation by way of Performance Fees from future clients. See Item 6 below for further information related to performance fees. The Adviser may receive performance fees as a portion of its compensation for its investment management services from some clients. A performance fee is based upon a percentage of out- performance of the account being managed based on a benchmark agreed with each client. As a result, the Adviser may have varying levels of performance fee and asset-based fee accounts across its client base. Performance fees may create certain inherent conflicts of interest with respect to the Adviser’s management of assets. Specifically, our entitlement to a performance fee in managing one or more accounts may create an incentive for us to take risks in managing assets that the Adviser would not otherwise take in the absence of such arrangements. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts (including accounts with multiple fee arrangements) and the allocation of investment opportunities. The Adviser has implemented policies and procedures designed to ensure that no Client for whom the Adviser has investment decision responsibility shall receive preferential treatment over any other Client, and that, in allocating securities among Clients, all Clients are treated fairly.