Basalt Infrastructure Partners LLC

ITEM 5:        FEES AND COMPENSATION

In general, BIP is compensated by the Primary Adviser on a cost-plus basis, as determined by the
Primary Adviser and BIP. No part of this fee will be payable by any client and will be paid entirely
by the Primary Adviser. The Primary Adviser and/or its affiliates reserve the ability - although to
date no such entity has exercised such ability, and do not currently expect to exercise such ability -
to receive additional compensation in connection with management and other services performed
for portfolio companies of Funds and such additional compensation will generally offset in whole
or in part the Management Fees (as defined below) otherwise payable to the Primary Adviser.

Although BIP’s fees are not paid by any Fund or underlying beneficial owner, such fees will
ultimately depend on the total fees paid directly by the Funds, and indirectly by such Funds’
beneficial owners. As such, BIP has an interest in the amount of Management Fees and incentive
fees received by the Primary Adviser; therefore, in the interest of transparency, the Primary
Adviser’s fee provisions are described below.

Management Fees

Each Fund typically pays its General Partner, who in turn pays the Primary Adviser, quarterly in
advance, a management fee (the “Management Fee” or “General Partner’s Share”) equal to
1.5% on an annual basis of aggregate Fund investor capital commitments (“Commitments”).
Investors participating in a closing after the first closing (the “Initial Closing”) bear the
Management Fee from the Initial Closing.

As further specified in the Governing Documents, from the effective date of the relevant Fund
until a date specified in the Governing Documents (the “Stepdown Date”), the Management Fee
will equal 1.5% of the aggregate acquisition cost (including, where applicable, a Fund borrowing
component of unrealized investments) (“Aggregate Acquisition Cost”). The Management Fee
will be payable until proceeds from all portfolio investments are distributed or realized, or until
the Primary Adviser’s relationship with the relevant Fund is terminated for other reasons (as
described in the Governing Documents).

The Governing Documents provide that a Fund’s Management Fees will be calculated and charged
on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified

in the Governing Documents, prior to the Stepdown Date, Management Fees generally will be
charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments.
However, after the Stepdown Date, Management Fees generally will be charged and calculated
based on a formula tied to the amount of the Aggregate Acquisition Cost made by the relevant
Fund relating to portfolio investments that have not been realized or permanently written off (such
portfolio investments, “Impaired Value Investments”).

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of the Aggregate Acquisition Cost relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of such Aggregate Acquisition Cost. Conversely,
the Governing Documents typically do not require Management Fees to be reduced or refunded
following the occurrence of a write-down, decrease (including a significant decrease) in fair value
or other event not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends), roll-over
investment in connection with a sale or dividend distribution, except in the case of investments
meeting the relevant Impaired Value Investment standard under the Governing Documents. As a
result, and as is generally the case for private investment funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or
of a Fund, including following the relevant investment period.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees and
expenses paid to Service Providers (including suppliers, vendors, consultants, lenders, law firms
(including Fund or transaction counsel), transaction service providers and their respective affiliates,
personnel and related investment vehicles (together, “Service Providers”)), operating partners,
Basalt or its affiliates. Further, Management Fees generally will not be reimbursed or refunded
under the Governing Documents in the event of realizations, dispositions or partial write offs that
occur partway through the relevant calculation period.

The Governing Documents set forth the full list of terms under which Management Fees will be
reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

If portfolio companies are assessed, and pay to the Primary Adviser or personnel thereof through
the relevant General Partner, any monitoring fees, break-up fees and/or certain other fees, the
Management Fee will be reduced by all or a portion of a Fund’s allocable share of such fees. To
the extent that such an offset credit would reduce the Management Fee for the relevant period
below zero, such excess will be carried forward for future application against payable Management
Fees. To the extent such excess remains upon dissolution of the Fund, the relevant General Partner
shall distribute such unapplied excess to the limited partners that have not elected to waive such
amount (e.g., where an adverse tax consequence may result) pro rata based on respective
Commitments.
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ITEM 7:        TYPES OF CLIENTS

BIP provides investment advisory services solely to the Primary Adviser through a sub-advisory
agreement and the Primary Adviser in turn provides investment advice solely to its Fund clients,
and references throughout this Brochure to “clients” and to the Primary Adviser’s related duties to
and practices on behalf of its clients and/or investors should be construed accordingly. The Funds
generally include investment partnerships or other investment entities formed under U.S. or non-
U.S. laws and operated as exempt from registration as an “investment company” under the
Investment Company Act of 1940, as amended. The investors participating in the Funds generally
include individuals, banks or thrift institutions, other investment entities (including fund of funds),
sovereign wealth funds, family offices, pension and profit-sharing plans, university endowments,
trusts, estates or charitable organizations or other corporations or business entities and often
include, directly or indirectly, principals or other personnel of the Primary Adviser and its affiliates
and members of their families or Service Providers retained by the Primary Adviser or a Fund.

The relevant General Partner, under certain circumstances, expects to establish alternative
investment vehicles in order to permit certain investors to participate in one or more particular
investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative
investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles
independent of limitations or other procedures set forth in the organizational documents of such
vehicles and the related Fund.

Generally, the minimum commitment to a Fund for third-party investors will be $10,000,000, and
interests in a Fund are offered and sold solely to qualified purchasers (or qualified Primary Adviser
personnel). The Primary Adviser generally is permitted to waive such minimum investment
amount in its sole discretion. The Primary Adviser is permitted to enter into separate account
relationships with certain institutional investors.