Lotus Infrastructure Partners LP

Item 5 – Fees and Compensation

A.       Fee Schedule
The fees and compensation payable to Lotus are negotiable and vary among its Funds.
However, the range of compensation is generally as follows:
         1.       Management Fee
In general, the Funds pay an annual management fee equal to (i) during their commitment
period, a percentage of each Investor’s committed capital, payable quarterly in advance, and
(ii) following their commitment period, a percentage of each Investor’s contributed capital in

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respect of the investments held by a Fund. The annual management fee rate payable by any
Fund varies, but is generally between 1.25% and 1.5% for pooled investment vehicles, and a
lesser percentage (or even 0% in some cases) for co-investment vehicles. Lotus or its affiliates
and the Funds may enter into side letters or similar agreements with certain investors that
have the effect of establishing rights under, or altering or supplementing, a fund’s governing
documents, including provisions relating to management fees.
         2.       Performance-based Fees
From the Funds, Lotus affiliates generally receive carried interest equal to a prescribed
portion of the Fund’s profits. The Constituent Documents disclose the nature of the carried
interest prior to an Investors commitment or investment. The incentive allocation will only
be charged to accounts of those Investors who are “qualified clients” as defined in Rule 205-
3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”). Lotus or its affiliates
and the Funds may enter into side letters or similar agreements with certain Investors that
have the effect of establishing rights under, or altering or supplementing, a Fund’s
Constituent Documents, including provisions relating to carried interest.
         3.       Other Fees
Lotus does not generally take acquisition fees, disposition fees or other compensation which
would be duplicative of the fees or compensation provided under a Fund’s Constituent
Documents from entities in which a Fund may invest, as the Fund’s Constituent Documents
usually prohibit such fees. Lotus could take such fees only if authorized by a particular Fund’s
Constituent Documents. In certain cases, certain parties related to a transaction (e.g.,
operating or joint venture partners) are expected to receive such fees from entities in which
the relevant Fund invests; such compensation is ultimately borne by Investors in such Funds.
Expenses chargeable to Investors are set forth in a Fund’s Constituent Documents and can
include all fees, costs, expenses, liabilities and obligations relating to the Fund’s and/or its,
investments and business (to the extent not borne or reimbursed by a portfolio company),
including: (i) all fees, costs, expenses, liabilities and obligations attributable to structuring,
organizing, acquiring, developing, financing, refinancing, managing, operating, holding,
taking public or private, valuing, winding up, liquidating, dissolving and disposing of the
investments (including interest and fees on money borrowed by the Fund or an affiliate or
the general partner on behalf of the Fund, pursuit costs (as described in the Constituent
Documents of the Fund), registration expenses, commitment, brokerage, finders’, custodial
and other fees as well as transaction research and sourcing expenses), (ii) legal, accounting,
administration, custodian, depositary, auditing, insurance (including directors and officers,
errors and omissions and representation and warranty liability insurance), travel (including
the cost of chartering private aircraft or other private air travel at a cost not to exceed the
cost of first class commercial airfare plus any other costs incurred as a result of forgoing
private air travel in favor of a commercial flight, including any additional lodging and/or
ground transportation costs), reasonable expenses for business development and
entertainment directly related to the development and management of investments to the
extent not reimbursed by a third party, litigation (including damages) and indemnification

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costs and expenses, judgments and settlements, consulting, brokerage, finders’, financing,
appraisal, third party valuation, filing, printing, title, transfer (including transfer agent fees),
registration, telephone, engineering and environmental costs and expenses, and other fees
and expenses (including fees, costs and expenses associated with the preparation or
distribution of the investment fund’s financial statements, tax returns, tax estimates, FATCA
filings and Schedule K1s or any other administrative, regulatory or other investment fund-
related reporting or filing (including Form PF and any investment fund-related filings or
reports contemplated by the EU Alternative Investment Fund Managers Directive, if
applicable, or any similar law, rule or regulation)), (iii) costs and expenses of the advisory
committee incurred in accordance with the terms set forth in the Constituent Documents of
the Fund, (iv) all fees, costs, expenses, liabilities and obligations incurred by the Fund, the
general partner or any other person relating to investment and disposition opportunities for
the Fund not consummated (including legal (whether rendered by an attorney employed by
the general partner or an outside attorney or firm), accounting, auditing, insurance, travel
(including the cost of chartering private aircraft or other private air travel at a cost not to
...

Item 7 – Types of Clients

As noted in Item 4, Lotus provides investment advice and management to the Funds.
Investors in the Funds are expected to include sovereign wealth funds, foreign government
sponsored pension plans, US pensions, insurance companies, high net worth individuals,
charitable organizations, independent wealth advisors, family offices and other financial
institutions.

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Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Constituent Documents, which set forth all of the terms in detail.
Each Investor generally must be an “accredited investor” (as defined in Rule 501 of
Regulation D under the Securities Act of 1933, as amended), a “qualified purchaser” (as
defined in Section 2(a)(51) of the Investment Company Act), an Investor who is eligible to
enter into a performance fee arrangement under state and/or federal law, as applicable, and
must meet other criteria as specified in the Constituent Documents. The minimum initial
investment is $10,000,000, subject to waiver at the discretion of Lotus.