Axium Infrastructure Inc

ITEM 5          FEES AND COMPENSATION

Advisory Fees

       As detailed below, the Canadian Manager receives management fees in connection with
providing management and administrative services to the Advised Funds (the “Management Fee”).

        Generally, the Advised Funds each pay the Canadian Manager an annual management fee
which is typically a percentage of net asset value which can vary based on a number of factors,
including the amount an investor has committed to the Funds. The management fees are calculated
for each quarter and are payable quarterly, in accordance with the relevant governing documents.

       If applicable, upon termination of a management services agreement between the Canadian
Manager and an Advised Fund, the Canadian Manager will provide the Advised Fund with a
refund of pre-paid fees attributable to any period after termination.

       The General Partners of the Advised Funds (which are affiliates of the Canadian Manager)
also generally have the right to receive incentive fees, as outlined in Item 6 below.

        The feeder funds will not pay a management fee to the Canadian Fund and in turn, the
Canadian Fund will not pay the Canadian Manager General Partner fees with respect to the feeder
funds or for any other affiliated feeder funds' capital commitments to the Canadian Fund. The
feeder funds will pay such fees directly to the Canadian Manager.

Asset Management Fees

        The Canadian Manager or the General Partners generally provide asset or project
management services, to portfolio investment entities in which the Canadian Fund has made an
investment. In connection with such services, the Canadian Manager or General Partner charge
fees (“Additional Fees”) on terms that are at least as favorable as would be obtained on an arm’s-
length basis and that have been approved by the Canadian Fund’s Partnership Advisory
Committee. The Additional Fees are generally charged on a direct cost basis (in lieu of on a flat
fee basis) and are comprised of an allocable portion of compensation, benefits and related overhead
of the Canadian Manager’s employees providing the asset management services set forth within
the associated asset management services agreements with the relevant portfolio investment entity.
All such Additional Fees that are received by the Canadian Manager, a General Partner or any of
their affiliates will be applied to reduce the management fee otherwise payable to the Canadian
Manager, after deducting therefrom the costs and expenses incurred in providing such asset or
project management services. Additional Fees may also be charged to third parties investing in a
portfolio investment alongside the Canadian Fund, and 50% of such additional fees, after
deducting therefrom the costs and expenses incurred in providing such asset or project
management services, shall apply as a reduction of the management fee otherwise payable to the
Canadian Manager. Any such management fee offsets are contingent on the structure of the fees
set forth in the underlying asset management services agreements.

Expenses

        Each Advised Fund will bear all costs, disbursements, fees and expenses it incurs in
connection with its formation and offering up to a certain maximum, including all expenses and
fees incurred in connection with the preparation and filing of organizing documents, and the
offering, sale and issuance of such Advised Fund’s interests. Each Advised Fund will also bear all
expenses related to the operation of the Advised Fund including, without limitation, fees, costs and
expenses of directors, counsel and accountants; insurance; taxes; expenses of the advisory
committee of such Advised Fund; all costs and expenses incurred in connection with pursuing and
evaluating investment opportunities, which may comprise costs and expenses associated with
abandoned, unconsummated or “dead deal” investment opportunities, including legal, bidding and
transaction expenses; and out-of-pocket costs incurred by it, the General Partners, the Advisers or
their respective affiliates, in the administration and management of the Advised Fund, their
portfolio investments, bank custody, and cash accounts and its other assets and liabilities,
including, without limitation, (a) travel, accommodation and meals expenses (including in respect
of the Advised Funds sourcing, evaluating, bidding, structuring, due diligence and investment
expense but excluding any interest on any amount payable to the Canadian Manager pursuant to
its applicable management services agreement with the Fund); (b) any filings or reports with any
governmental authority pursuant to applicable law (including, for example and without limitation,
any form or any part of any form or report required to be filed with respect to the Funds and their
activities as a result of the Advisers or the General Partners being registered as an investment
adviser with the SEC under the Investment Advisers Act, such as Form PF or Part 2A of its Form
ADV, and reports contemplated by the Alternative Investment Fund Managers Directive or any
similar law, rule or regulation); and (c) expenses related to compliance with applicable law and
other regulatory matters related to such activities, including without limitation, the creation,
maintenance and implementation of the Canadian Manager’s compliance program (including,

without limitation, the costs of preparing and updating its compliance manual and expenses of
engaging advisers to conduct a mock examination of the Canadian Manager’s compliance
practices).

        Other than as provided above under “Asset Management Fees”, the Canadian Manager
and not the applicable Advised Fund is responsible for the expenses of the Canadian Manager in
providing services to the Advised Fund, such as compensation for employees, rent, utilities and
office expenses.

       The fees and expenses of the Advised Funds are subject to the terms of the governing
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ITEM 7         TYPES OF CLIENTS

       The Canadian Manager’s clients are currently the Advised Funds. Typically, each Advised
Fund requires a minimum investment amount of $5 million in such Advised Fund, and an
aggregate investment amount of $10 million in all of the Funds. The General Partners may waive
such minimum amounts.

       Generally, investors in the Advised Funds must be: (i) “accredited investors” as defined
under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), (ii) “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940 (the
“Investment Company Act”); and (iii) “qualified clients” as defined under the Advisers Act or
other “knowledgeable employees” of the Canadian Manager.