Global Infrastructure Management LLC

Item 5.         Fees and Compensation

Management Fees

In respect of each Main Fund, GIM is paid a quarterly management fee, payable in advance, by such Fund.
Management fees are deducted from the assets of the Main Funds and are generally payable out of
current cash flow, disposition proceeds or from drawdowns from the investors. Installments of the
management fee payable for any period other than a full quarterly period generally are adjusted on a pro
rata basis according to the actual number of days in such period. Upon termination of a relevant
management agreement, management fees that have been prepaid are returned on a prorated basis.
Investors in the Funds also bear certain fund expenses as further described below.

The management fees are negotiated collectively with the investors of each Fund, and are subject to
waiver or reduction for an investor or group of investors by GIM. For example, certain of GIM’s principals,
employees, members of GIM outside advisory councils and friends and family members of the principals
and employees typically invest in or alongside the Funds, and management fees assessed on such
investments have been and in the future may be substantially reduced or, as is more typical, waived
entirely in the sole discretion of the applicable general partner or managing member. Vehicles that do
not pay management fees will not receive the benefit of any fee offsets. Investors that meet certain
minimum investment amounts may also benefit from lower management fees as disclosed in the
organizational documents for the Funds.

In respect of each Separately Managed Account, GIM or its affiliate is paid a quarterly management fee,
payable either in arrears or in advance as agreed by GIM and the Separately Managed Account client. The

precise amount of, and the manner and calculation of, the management fees for each Separately Managed
Account is disclosed in the IMA for such Separately Managed Account. Upon termination of a relevant
IMA, no refund of previously billed management fees may be available to the Separately Managed
Account client.

GIM has received and in the future expects to receive management fees in connection with a Single
Investor Vehicle or a co-investment opportunity offered by GIM and its affiliates. Co-Investment Funds
and Single Investor Vehicles may or may not pay management fees depending upon the organizational
documents of each such Co-Investment Fund or Single Investor Vehicle.

The precise amount of, and the manner and calculation of, the management fees for each Client is
disclosed in the organizational documents of the Fund or Separately Managed Account. However, in
general, management fees are calculated as follows:

    •   During the commitment period, management fees will typically be calculated on a given investor’s
        total commitment to the Client.

    •   After the commitment period, management fees will typically be calculated based on the amount
        of each investor’s original capital contributions used to acquire portfolio investments then held
        by the Client (the “Net Funded Commitment”). The organizational documents of the applicable
        Client will govern the extent to which, if at all, a partial disposition or write -down reduces an
        investor’s Net Funded Commitment, and therefore such investor’s management fee base.

For certain Clients (e.g., the Debt Funds), management fees will be calculated based on Net Funded
Commitments during the commitment period, and, similarly, the organizational documents of such Clients
will govern the extent to which, if at all, a partial disposition or write -down reduces an investor’s Net
Funded Commitment, and therefore such investor’s management fee base.

For certain other Clients (e.g., the AIP Fund), management fees will be paid quarterly in arrears and will
be calculated based on the net asset value (“NAV”) of such Client.

Investors should note that acquisition costs for unrealized investments will include, and the management
fee will accrue on, costs for investments that are capitalized into the overall cost of the investment for
U.S. GAAP purposes whether such costs are paid to GIM or its Affiliates or to a third party, including,
without limitation, any legal fees and expenses, transaction fees, operating partner and senior advisor
fees, estimated third-party diligence expenses, borrowing and other financing fees and expenses
(including interest expenses), as well as amounts that, if paid directly by the Fund, would be eligible to be
treated as fund expenses under the Fund’s limited partnership agreement.

Other Fees and Expenses

Generally, and except as otherwise set forth in the organizational documents of a Fund, GIM will
ultimately bear all fees and out-of-pocket expenses of any placement agent that solicits investors for the
Funds. The Funds will bear all legal and other expenses, including the out-of-pocket expenses of the
applicable general partner, incurred in the formation of the Funds up to an amount as set forth in the

organizational documents of the applicable Fund. Organizational expenses in excess of this amount, if
any, ultimately will be borne by GIM. Generally, and except as set forth in the organizational documents
of the applicable Fund, a Fund will pay all costs and expenses relating to or arising from its activities,
investments and business (to the extent not reimbursed by a portfolio company of such Fund), including:
third-party fees and expenses related to professional services, including legal, regulatory, compliance
(including costs related to sustainability and environmental, social and governance (“ESG”) related
compliance), auditing, consulting, administration, custodian and accounting fees and expenses (including,
but not limited to, fees of any administrator, custodian or depositary of such Fund, and expenses
associated with the preparation of the financial statements, tax returns, FACTA compliance, K-1s, any tax
...

Item 7.         Types of Clients

GIM provides investment advisory services to the Funds and Separately Managed Accounts. Investment
advice is provided directly to (i) the Funds and not individually to the investors in the Funds and (ii) the
Separately Managed Account clients. Investors in the Funds and the Separately Managed Accounts are
generally “qualified purchasers” or “knowledgeable employees” as defined in the 1940 Act and
“accredited investors” as defined in Regulation D promulgated under the Securities Act, and may include,
among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans,
trusts, estates, charitable organizations, university endowments, corporations, sovereign wealth funds,
limited partnerships and limited liability companies. In some cases private equity professionals from other
private equity firms and other service professionals (e.g., outside counsel) may also be invested in the
Funds. Additionally, principals and employees of GIM have the ability to invest in other privat e equity
investment vehicles (including single investor co-investments) managed by other investment advisers. In
some cases, the Funds have sought and in the future may seek to purchase portfolio companies that are
owned by such other investment vehicles, which may directly or indirectly benefit any principals or
employees of GIM. Further, principals and employees of GIM have in the past and may in the future invest
in a company that provides services to a Fund portfolio company.

The Funds do not have a minimum size, but minimum investment commitments may be established for
investors in the Funds. The general partner or managing member, as applicable, of each Fund may in its
sole discretion permit investments below the minimum amounts set forth in the offering documents of
such Fund. Separately Managed Accounts will be managed on a discretionary basis or a non -discretionary
basis as set forth in the applicable IMA.