American Infrastructure Partners LLC

ITEM 5 – FEES AND COMPENSATION
 American Infrastructure Partners is compensated through the payment of management fees and/or
 performance-based compensation by the Advisory Clients. The specific terms relating to the fees
 paid by each Fund, summarized below, are negotiated by the Investors in such Fund at the time of
 its formation, and as such, may vary from Fund to Fund. Following the formation of a Fund, fees
 are generally not negotiable.

 Management Fee

 American Infrastructure Partners receives an annual management fee (“Management Fee”) from
 each Fund that is paid quarterly in advance, with fees for any period shorter than a full quarter being
 prorated for such quarter.

 With respect to the Postal Fund, the Quarterly Management Fee is equal to 0.25% of the Fund’s
 aggregate capital commitments of the Fund Investors and an incremental 0.125% of the Fund’s
 aggregate capital contributions as of the time a quarterly installment is to be paid.

 With respect to the New American Bridges Fund, the quarterly Management Fee is (A) 0.3125%
 of the aggregate capital contributions of the Partners admitted after the initial closing date and
 Limited Partners that are Affiliates of the General Partner, and capital contributions of the Feeder
 Fund that are attributable to the capital contributed or loaned to the Feeder Fund by each “Class A
 Shareholder” of the Feeder Fund admitted after the initial closing date; or (B) 0.25% of the
 aggregate capital contributions of each Partner admitted as of the initial closing date (other than
 any Affiliate of the General Partner), and of the Feeder Fund that are attributable to the capital
 contributed or loaned to the Feeder Fund by each “Class A Shareholder” of the Feeder Fund
 admitted as of the initial closing date (other than any Affiliate of the General Partner); provided,
 that the portion of any capital contributions actually used or to be used for the payment of
 Management or other Partnership Expenses shall be disregarded for the purpose of calculating the
 amount of Management Fee set forth in the preceding clauses (x)(A), (x)(B), (ii)(A) and (ii)(B);
 provided, further, that the aggregate capital contributions described in the preceding clauses (x)(A),
 (x)(B), (ii)(A) and (ii)(B) shall be reduced by the cost basis of any Investment that has been
 permanently written off and reduced to $0 in accordance with United States generally accepted
 accounting principles and the aggregate capital contributions described in the preceding clause (ii)
 shall be reduced by the aggregate capital contributions in the respect of any investment that has
 been the subject of a disposition (to the extent of such disposition).

 With respect to the Schools Fund, during the Investment Period, the quarterly Management Fee
 shall be an amount equal to 0.1875% (0.75% per annum) of the aggregate Deployed Capital of the
 Investors as of the first day of the applicable fiscal quarter. In addition, a Management Fee shall be
 calculated and paid on any Deployed Capital that is invested on a day other than the first day of a
 fiscal quarter. Following the expiry of the Investment Period, the Management Fee shall be an
 amount equal to 0.125% (0.50% per annum) of the aggregate Deployed Capital of the Investors as
 of the first day of the applicable fiscal quarter.

 The Management Fee is deducted from each Fund’s assets, pursuant to the relevant Management
 Agreements and Governing Documents. Neither the Funds nor any of the Investors have the ability
 to choose to be billed directly for fees incurred.

Investors are generally not permitted to withdraw from a Fund prior to such Fund’s dissolution,
and may not transfer any of their interest, rights or obligations under the Fund without the prior
written consent of the respective GP. The Management Fee obligation of a Fund may be terminated
only in connection with the dissolution of that Fund. Pursuant to the Management Agreements, in
the event of an early termination of a Fund mid-quarter, a pro-rated portion of the Management
Fee paid in advance of the fiscal quarter in which such termination occurs would be returned to the
applicable Fund.

Carried Interest Allocation

In addition, as described in further detail in Item 6 below, the GPs receive a performance allocation
(commonly referred to as “carried interest”) in the form of a portion of the Funds’ investment
profits (generally 20%) once all capital contributions have been returned to the Investors (pursuant
to the detailed terms as described in each Advisory Client’s Governing Documents). The carried
interest is generally paid to the relevant GP when earned. The carried interest allocation with
respect to the Postal Fund and the Schools Fund is also subject to an 8% preferred return which
each Investor must receive prior to the GP being eligible to receive any carried interest allocation,
as more fully described in its Governing Documents. The carried interest with respect to the NABF
funds is not earned by AIP. This interest is earned by the owners of the NABF GP.

It is possible that a future Co-Investment Vehicle may pay management fees and/or performance-
based fees to American Infrastructure Partners or one of its affiliates.

SMA clients’ fees and compensation are governed by the relevant investment management
agreement, and also typically include an annual management fee plus performance allocation.

Other Fees and Expenses

Advisory Clients pay a variety of expenses attributable to their ongoing activities and operations,
including, but not limited to, the following costs and expenses related to the acquisition, ownership,
and disposition of investments:
   •   brokerage fees and commissions;
   •   general research expenses and other expenses relating to the investigation and evaluation
       of investment opportunities (whether or not consummated);
   •   fees and charges incurred in connection with the maintenance of bank or custodian
...

ITEM 7 – TYPES OF CLIENTS
 American Infrastructure Partners provides investment advisory services solely to institutional
 clients, pooled investment vehicles operating as private equity investment funds, and to any co-
 investment vehicles that may be formed, as described in Item 4 above.

 The Advisory Clients invest capital contributed to them by one or more sovereign wealth funds,
 pension funds, high net worth individuals, trusts, estates, limited partnerships, limited liability
 companies or other institutional entities. Admission to the Funds and Co-Investment Vehicles will
 not be open to the general public. Interests are sold only to persons that are “accredited investors”
 (as defined in Regulation D under the Securities Act), “qualified clients” under Rule 205-3 of the
 Advisers Act, and “qualified purchasers” as defined in section 2(a)(51)(A) of the Investment
 Company Act.