Acadia Infrastructure Capital LP

Item 5 – Fees and Compensation

To engage Acadia, Clients and investors must meet the SEC’s definition of an “accredited
investor” and, if required, a “qualified client” or a “qualified purchaser.”

Clients and investors should carefully review the Governing Documents in conjunction with this
brochure for complete information on the fees and compensation payable. Acadia receives
compensation for its services from its Clients as a percentage of capital commitments, contributed
capital, invested capital, assets under management or assets under advisement (“Management
Fees”), as performance fees (“Carry” or “Carried Interest,” which are described in greater detail
in Item 6), and as upfront fees (“Upfront Fees”). Management Fees will customarily be payable
on a quarterly basis on the relevant negotiated management fee percentage of each Client based

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on aggregate capital commitments, capital contributions for investments that have not been
disposed of, fair market value of investments, distributions from the investment, or net asset value
based on the specific terms and conditions of that investor’s agreement with Acadia. Acadia may
and does levy an Upfront Fee which is a percentage fee separate and distinct from Management
Fees for the total amount of capital commitment and or amount of capital deployed. This Upfront
Fee, when charged, is typically due and payable upon the commitment of or the deployment of
capital. Acadia either (1) bills Clients for fees incurred, in which case, Acadia is not deemed to
have custody of Client funds or securities; or (2) the Client grants Acadia the authority to deduct
Management Fees, Carry and other fees and expenses from such Client accounts, in which case
Acadia is deemed to have custody of such accounts. Acadia also anticipates being deemed to have
custody of Acadia Fund assets. Additionally, Acadia may be and is currently entitled to an Exit
Fee (the “Exit Fee”) equal to a percentage of proceeds if a Client sells, liquidates, finances,
monetizes, or otherwise disposes of its interest in an investment, as detailed in the applicable
Governing Documents.

The Management Fees and other fees are and likely will continue to be individually negotiated
with the Fund investors and each Client. These fees may be waived or reduced at Acadia’s sole
discretion, both voluntarily and on a negotiated basis with certain investors via a side letter and
other arrangements. Clients should consult their relevant Governing Documents for further detail.
Fees will likely differ between the Clients and investors in the same Client. The fee structures
above may be modified from time to time. In certain cases, the Management Fees payable by
investors may be lower based on the size of the investment in the Client if investment commitments
meet certain size-based fee reduction qualifications or other characteristics such as if an investor
participates prior to a specified closing of such Client. Management fees are billed to each Client
and paid to the Adviser quarterly. In some cases, fees may be paid in advance or arrears.

Except in limited instances, Management Fees and other fees are non-refundable and, in some
cases, may be accelerated in accordance with such Client’s Governing Documents.

As described below in “Item 6 – Performance-Based Fees and Side-by-Side Management,” Acadia
or a related party of Acadia, such as a Fund general partner, will generally be entitled to a
performance-based fee in the form of a Carried Interest based on a percentage of net profits of the
Client account, which may be subject to a high water mark or loss carryforward provision and
other conditions, which will be detailed in the applicable Governing Documents of the particular
Client.

Acadia anticipates that in the future it will enter certain arrangements with investors (and/or one
or more of their affiliates) that involve an overall relationship with Acadia that could (but likely
will not be required to) incorporate one or more existing or future strategies in addition to the
Clients’ strategies. Such an arrangement will involve (but likely will not be required to involve)
an investor agreeing to make a capital commitment to multiple Funds, one of which may be a
Client. Specific examples of such additional rights and benefits include, among others, specialized
reporting, discount or reductions on, and/or reimbursements or rebates of, Management Fees or
Carried Interest, targeted amounts for co-investments alongside Clients or other Acadia vehicles
(including, without limitation, preferential or favorable allocation of co-investment, and
preferential terms and conditions related to co-investment and preferential terms and conditions

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related to co-investment or other participation in Acadia vehicles (including any Carried Interest
and/or Management Fees to be charged with respect thereto, as well as any additional discounts,
reductions, reimbursements, or rebates thereof or other penalties that would result if certain target
co-investment allocations or other conditions under such arrangements are not achieved)). Clients
should consult their relevant Governing Documents for their specific fee arrangements.

The Adviser anticipates the Clients and investors will generally bear all the costs of operating their
Fund(s) and account(s), as applicable. The third party and Adviser out of pocket costs of
identifying and evaluating possible investments, acquiring or selling investments, and investment
bank and broker deal fees and expenses, as well as general organizational expenses, placement
fees, and other Client expenses (if the Adviser pays or advances such amounts on Client’s behalf),
are expected to be charged to the Client and billed and allocated to investors by the Client on a
pro-rata basis based on each investor’s committed capital. Subject to certain exceptions, co-
investment vehicles generally do not bear their share of broken deal fees and expenses (forfeited
...

Item 7 – Types of Clients

The Adviser will provide investment advisory services to the Clients. Investment advice is
provided directly to the Acadia Funds and not individually to investors in such Acadia Funds. The
Adviser may, in the future, advise additional Acadia Funds and/or related co-investment vehicles,
and additional relying advisors may be formed in the future to advise other new Clients.

Interests in the Acadia Funds will be offered pursuant to applicable exemptions from registration
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the U.S. Investment
Company Act of 1940, as amended (the “1940 Act”). With regard to requirements Acadia has for
opening or maintaining an account, Clients and investors in the Funds will generally be required
to represent that they are (i) “accredited investors” as defined in Regulation D under the Securities
Act, and may also be required to represent that they are (ii) “qualified purchasers” as defined in
Section 2(a)(51) of the 1940 Act or (iii) “qualified clients” as defined in Rule 205-3 of the Advisers
Act, and/or meet other suitability requirements (including, in some circumstances, a person that is
not a U.S. person as defined in Regulation S under the Securities Act). Clients and Fund investors
may include, among others, banks, thrift institutions, high net worth individuals, investment
companies, business development companies, pooled investment vehicles, state or municipal
government entities, other investment advisers, insurance companies, sovereign wealth funds and
foreign official institutions, pension and profit-sharing plans, government owned investment
companies, trusts, estates, charitable organizations, university endowments, corporations, limited
partnerships and limited liability companies, or other entities.