Markets Infrastructure Partners LP

Item 5: Fees and Compensation

In general, the Adviser will receive a management fee (a “Management Fee”) and carried interest (as
described in Performance-Based Fees and Side-By-Side Management) in connection with its advisory
services. In addition, the Adviser may receive compensation for management and other services performed
in connection with co-investments, whether made in portfolio companies or otherwise. Certain fees received
by the Adviser or its affiliates may be retained and are not expected to result in Management Fee offsets,
including consulting fees that may be paid to certain affiliates of MIP and any one-time fees further
described below. Please refer to each Client’s governing documents for a more complete description of the
expenses permitted to be borne by such Client.

Management Fee

Management Fees payable by the Clients are subject to negotiation. The Adviser generally expects to charge
the Clients such fees on a quarterly basis in advance. Upon termination of an advisory agreement,

Management Fees that have been prepaid will generally be returned on a prorated basis.

The Adviser’s fee schedule is omitted because this brochure is only being delivered to qualified purchasers
as defined in the Investment Company Act of 1940, as amended.

In addition to the Management Fees, the Adviser or an affiliate thereof may, in certain circumstances,
receive a one-time fee as consideration for identifying investment opportunities and managing the
investments of certain Clients, in particular such Clients that are targeting an investment in a specific
identified investment.

Expenses

In addition to the Management Fee and carried interest payable to the Adviser, Institutional Clients may
incur other expenses associated with the management of their accounts. While any fees and expenses
payable by Institutional Clients will vary and are subject to negotiation, they may include brokerage
commissions, custodial fees, transaction costs, taxes, wire transfer fees, and other fees and charges imposed
by third parties. Such expenses are not included in the Management Fee and are borne by the Institutional
Client. Depending on the nature and frequency of the transactions, the type and number of third-party
service providers, and the applicable fee schedules and arrangements, these expenses may be significant
and may reduce the net return on the account.

Details of fee structure, the method and frequency of fee calculation and payment, and the types and sources
of other expenses that may apply to each Institutional Client are disclosed in the advisory agreement and in
the account statements that we provide to the Institutional Client on a periodic basis. We encourage
Institutional Clients to review these documents carefully and to ask us any questions they may have about
the fees and expenses associated with their accounts.

The Fund shall pay or reimburse the general partner, the Adviser or any person advancing payment of such
expenses, all Fund Expenses to the extent not reimbursed by a portfolio company or potential portfolio
company. In addition, the Fund, the general partner, the Adviser, or any member thereof may charge
portfolio companies for any expenses to the extent the general partner reasonably determines such expenses
are attributable to such portfolio company or the Adviser’s investment or prospective investment therein or
liquidation thereof.

Industry Experts

From time to time, MIP engages and retains strategic advisors, consultants, and other similar professionals,
including operating partners, who are not employees or affiliates of MIP and who may receive payments
from, or allocations with respect to, portfolio companies (as well as from MIP or Clients). The nature of
the relationship with each of the senior advisors, consultants and/or other professionals and the amount of
time devoted or required to be devoted by them varies considerably. In certain cases, they provide the
Adviser with industry-specific insights and feedback on investment themes, assist in transaction due
diligence and make introductions to and provide reference checks on management teams. In other cases,
they may take on more extensive roles and serve as executives or directors on the boards of portfolio
companies or contribute to the origination of new investment opportunities. In certain instances, MIP may
have formal arrangements with certain of these senior advisors, consultants and/or other professionals
(which may or may not be terminable upon notice by any party), and in other cases the relationship is more
informal. They will be typically compensated (including pursuant to retainers, expense reimbursement and
compensation in connection with specific investments) from MIP, the Clients and/or portfolio companies
or otherwise uncompensated unless and until an engagement with a portfolio company develops or, in the
case of certain operating partners emeritus, uncompensated with limited, if any, contractual arrangement.

In such circumstances, such payments from, or allocations with respect to, portfolio companies and/or
Clients will not, even if they have the effect of reducing any retainers or minimum amounts otherwise
payable by MIP, be deemed paid to or received by MIP and such amounts will not be subject to offset. The
use of industry experts subjects the Adviser to conflicts of interest, as discussed under “Conflicts of
Interest,” below.

Item 7: Types of Clients

The Adviser provides investment advisory services to the Fund and Institutional Clients as described in
Item 4 above. Investment advisory services provided to Institutional Clients will be provided pursuant to
separate investment advisory agreements and will be solely provided to qualified purchasers.

There are minimum investment requirements for investors in the Fund. In all cases, the minimum
investment required for the Fund is subject to waiver by the Firm to the extent permitted by applicable law.