Axium Infrastructure US Inc

ITEM 5          FEES AND COMPENSATION

Advisory Fees

       As detailed below, the US 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 US Manager an annual management fee or
administration fee which are 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
and administration fees are calculated for each quarter and are payable quarterly, in accordance
with the relevant governing documents.

       Certain advisory fees have been structured in a manner where investors pay a quarterly
advisory fee directly to the US Manager, determined on the basis of their drawn capital
commitments, for investment advisory services that the US Manager provides to the Advised Fund
in which those capital commitments are invested.

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

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

        The feeder funds will not pay a management fee or advisory fees to the US Country Funds
and in turn, the US Country Funds will not pay the US Manager or the General Partner fees with
respect to the feeder funds or for any other affiliated feeder funds’ capital commitments to the US
Country Funds. The feeder funds will pay such fees directly to the applicable Adviser.

Asset Management Fees

        The US Manager or the General Partners generally provide asset or project management
services to portfolio investment entities in which the US Country Funds have made an investment.
In connection with such services, the US 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 ratified by the US Country Funds’ 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 US 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 US Manager, a General Partner or any of their affiliates
will be applied to reduce the management fee or advisory fee otherwise payable to the US
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 US Country Funds, and 50% of such additional fees, after
deducting therefrom the costs and expenses incurred in providing such asset or project
management services, shall come as a reduction against the management fee or advisory fee
otherwise payable to the US Manager. Any such management fee or advisory 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 US 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 US Manager’s compliance practices).
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ITEM 7           TYPES OF CLIENTS

       The US 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 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 US Manager.