Investcorp Corsair Infrastructure Partners LP

Item 5. Fees and Compensation

    A. As compensation for its services, the Firm typically receives a Management Fee from the Funds
        (“Management Fee”). Management Fees are typically payable quarterly in advance, on a pro rata
        basis for any period that is less than a full quarter period, except that for certain Funds, the Firm
        receives Management Fees semi-annually in advance. Generally, during a Fund’s commitment
        period, the Management Fee payable to the Firm is based upon the aggregate capital commitments

    of the Fund’s limited partners. Following that commitment period, the Management Fee is generally
    based on invested capital. The terms of the Management Fee payable to the Firm may vary among
    the Funds or from CIP through sub-advisory agreements and typically ranges from 0.15% to 2.0%
    per annum during and after the commitment periods of the Funds.

    While it is generally the Adviser’s policy that its fees are not negotiable, the Management Fee has
    been and will, in certain circumstances, be waived, rebated or calculated differently at the sole
    discretion of the Adviser. Management Fees will often differ among Funds, as well as among
    investors in the same Fund. In particular, certain affiliates, employees, advisors, operating partners
    or family members of the Adviser that are investors in the Fund do not pay Management Fees. In
    addition, for certain Funds, current or former senior executives of a portfolio company of any other
    investment vehicle sponsored by the Adviser are entitled to receive discounted or waived
    Management Fees.

    In lieu of or in addition to the annual Management Fees, the Firm or an affiliate thereof will, in
    certain circumstances, receive a one-time funding fee as consideration for identifying investment
    opportunities. Generally, the one-time funding fee is up to 3.0% of any amount drawn down by such
    Fund for the making of investments.

    The fee structures above will be modified from time to time.

B. The Adviser charges Clients or may borrow from a leverage facility on a quarterly or semi-annual
    basis in advance for Management Fees by drawdowns from investors or by withholding distributions
    that would otherwise be distributable to the investors.

C. Each of the Adviser’s Funds will typically bear offering and organizational expenses up to an amount
    specified in each of the Funds’ governing documents. Organizational expenses in excess of such
    amounts will be borne by the respective Fund but will be subject to a 100% offset against the
    Management Fee.

    The Adviser and its affiliates are entitled to receive (i) cash and non-cash commitment, monitoring,
    organizational, set-up, advisory, investment banking, underwriting, syndication and other similar
    fees in connection with the purchase, monitoring or disposition of investments, including warrants,
    options, derivatives and other rights in respect of securities owned by the Funds, (ii) break-up,
    topping, termination and other similar fees payable in connection with unconsummated transactions
    by the Funds net of out-of-pocket expenses incurred by the Adviser or its affiliates in connection
    with the transactions out of which such fees arose, including any value-added, sales or similar taxes
    applicable to such fees, and (iii) cash and non-cash directors’ fees, including warrants, options,
    derivatives and other rights in respect of securities owned by the Funds, in each case, net of out-of-
    pocket expenses incurred by the Adviser or its affiliates in connection with the transactions out of
    which such fees arose, including any value-added, sales or similar taxes applicable to such fees
    (collectively, “Transaction Fees”). Certain fees received by the Adviser or its affiliates may be
    retained and are not considered Transaction Fees and are therefore not subject to Management Fee
    offset, including (i) certain fees paid to Corsair’s broker-dealer, (ii) amounts received from co-
    investors and amounts received by operating partners of the Firm, (iii) any stock options or other
    compensation granted or paid by portfolio companies of the Funds to employees of the Adviser or
    its affiliates who serve in a bona fide, non-director management capacity at any such portfolio
    company and (iv) any amounts received by the Adviser or its affiliates in connection with any
    obligation of a portfolio company of the Funds or related vehicle thereof satisfied by the Adviser or
    any of its affiliates.

The amount of such Transaction Fees is subject to a 100% offset against the Management Fee with
respect to the Funds in accordance with relevant governing documents of the Funds. The offset
against Management Fees for a particular Fund does not include Transaction Fees that are (i) paid
to the Adviser or any of its affiliates by a portfolio company in which another Fund has an interest,
(ii) paid to the Adviser or any of its affiliates (including, without limitation, Corsair’s broker-dealer
affiliate) by any third party in connection with an investment in or disposition of securities of, or any
other transactions with, any portfolio company, (iii) applied in whole or in part to offset Management
Fees payable by investors in such other Fund and (iv) such other exceptions specifically included in
the particular operative document.

Additionally, each of the Adviser’s Funds typically will bear expenses including, without limitation,
(i) activities with respect to the origination, discovery, identification and sourcing of investment
opportunities for the Fund, including buy-side and sell-side finders’ fees and other similar deal or
investment thesis sourcing payments, meeting and engaging with consultants, finders, broker-
dealers, investment banks and other sources of investments and developing and maintaining an
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Item 7. Types of Clients

       The Adviser provides investment advisory services to pooled investment vehicles and separately
       managed accounts through certain affiliates of the Adviser. In general, the minimum initial
       investment commitment is $10 million, which may be reduced or waived at the discretion of a
       General Partner.