Conifer Infrastructure Management Company LLC

Item 5         Fees and Compensation

Item 5.A. and 5.B.

This section provides a general description of the fees, compensation, and expenses that the Funds
are generally responsible for paying. Each Fund’s Governing Documents describe such fees,
compensation, and expenses in greater detail. Investors in the Funds should refer to each Fund’s
Governing Documents for an accurate description of such Fund’s fees, compensation, and
expenses. Conifer or its affiliates generally receive management fees and carried interest
distributions.

In consideration of Conifer's investment advisory and related services, Conifer may receive a
Management Fee from certain Funds.

The percentage and/or the basis on which the Management Fee is calculated may vary among
Funds and over time, as negotiated and disclosed in the applicable Fund’s Governing Documents.
For certain Funds, the Management Fee is determined through an annual budgeting process subject
to the approval such Fund’s Advisory Committee.

In addition, affiliates of Conifer are entitled to receive a carried interest allocation (the “Carried
Interest”). Carried Interest generally represents a percentage of a Fund’s profits and is subject to
the terms of each Fund’s Governing Documents, including any applicable preferred return.
Typically, Carried Interest is payable only after Investors have received a return of their contributed
capital and any applicable preferred return. The specific terms, timing and calculation of Carried
Interest are set forth in the applicable Governing Documents.

Conifer Infrastructure GP LP, a Delaware limited partnership (the “General Partner”), serves as
the general partner of the applicable Funds. Certain affiliated entities, including feeder fund
vehicles, may have separate governing persons, such as managing members.

Each Fund’s General Partner has discretion to reduce, waive or calculate differently the
Management Fees and/or Carried Interest distributions with respect to certain Limited Partners,
including, without limitation, Limited Partners that are (i) strategic Investors or operating partners,
or (ii) affiliates or employees of, or advised by, the General Partner or the Adviser, members of the
immediate families of such persons and trusts or other entities for their benefit.

Management Fees are typically funded with capital contributions drawn for such purpose but may
also be funded with or withheld from proceeds from investments or borrowed funds. Carried
interest distributions generally will be distributed to Conifer’s affiliates from time to time upon the
disposition of investments by a Fund and are distributed to such affiliate in accordance with the
terms of the applicable Fund’s Governing Documents.

Item 5.C.

Each Fund bears all costs and expenses associated with its organization and the offering of its
interests (collectively, “Organizational Expenses”), including legal, accounting, printing, travel,

regulatory filing, and other out-of-pocket expenses. The Fund generally bears Organizational
Expenses up to a specified cap and any excess may be paid by the Fund and offset against the
Management Fee, as provided in the applicable Governing Documents. Organizational Expenses
exclude placement agent fees, which are charged to the Fund as a Fund Expense (as defined below)
and do not offset the Management Fee.

Each Fund also bears all costs, expenses, liabilities, and obligations relating to its activities,
investments, and operations (collectively, “Fund Expenses”). Fund Expenses are broadly defined
and include, without limitation: expenses related to sourcing, evaluating, structuring, negotiating,
and consummating investments (including broken-deal expenses and related travel, consulting,
and customer relationship management software costs); legal, accounting, tax, audit, consulting,
valuation, custodial, and administrative expenses; regulatory and compliance costs (including
costs associated with monitoring and complying with a Fund’s Governing Documents and any side
letter agreements, preparing compliance checklists or operations manuals, and regulatory filings);
insurance premiums (including directors and officers, errors and omissions, general liability, cyber
and cyber-crime insurance, representations and warranties insurance, and dissolution insurance);
financing costs and interest (including costs related to the implementation, documentation,
utilization, and refinancing of any credit or subscription facility); expenses related to portfolio
companies and intermediate holding vehicles; technology costs (including hardware, software,
data services, market data, and research subscriptions); Advisory Committee meeting costs and
related expenses; fees and expenses of the partnership representative and tax compliance
(including transfer pricing and preparation of Schedule K-1s); costs of establishing, implementing,
and monitoring environmental, health, safety, and governance programs; investor onboarding,
anti-money laundering, and know-your-customer expenses; costs related to co-investment
opportunities and syndication thereof; reporting and Investor communications expenses; and
extraordinary expenses such as litigation, indemnification obligations, and settlements. Fund
Expenses also include the Management Fee. To the extent that one or more co-investors does not
bear its allocable portion of expenses incurred in connection with any co-investment opportunity
(collectively, “Co-Investment Expenses”), the General Partner expects to cause a Fund to bear any
such unreimbursed Co-Investment Expenses. Fund Expenses (other than the Management Fee) are
generally borne pro rata by the Limited Partners based on their respective interests in the Fund.
However, certain expenses may be allocated differently, including on an investment-specific basis
or among participating Investors, as determined by the General Partner in accordance with the
Fund’s Governing Documents.
...

Item 7         Types of Clients

Currently, Conifer provides investment advisory services to private equity funds. In the future,
Conifer may sponsor additional pooled investments and co-investment vehicles. The Funds rely
on certain exceptions from the definition of “investment company” in the Investment Company
Act of 1940, as amended (the “1940 Act”); accordingly, none of Conifer’s Funds are registered as
an investment company under the 1940 Act.

Conifer determines in its sole discretion any requirements for entering into an investment advisory
contract with a fund, including whether a fund is large enough to implement its desired investment
program.

Fund interests are offered and sold generally to Investors that are (i) “accredited investors” as
defined under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), (ii)
“qualified clients” as defined under the Investment Advisers Act of 1940, as amended, and (iii)
“qualified purchasers” as defined under the 1940 Act, or otherwise qualified to make an investment
in each Fund pursuant to applicable securities laws.