Morgan Stanley Infrastructure Inc

Item 5 – Fees and Compensation

Certain fees described herein are subject to negotiation. The Adviser is not required to inform of, or offer
any similar arrangements to any other client or investor, except as agreed with each such person or as required
by applicable law.

Management Fees

Through the end of each of the Funds’ respective investment periods, the Adviser will generally receive an
annual management fee payable quarterly in arrears (the “Management Fee”) based on total capital
commitments during the Fund’s commitment period and on invested capital after such commitment period
terminates, which Management Fee is funded by the Limited Partners and ranges from 0.75% to 1.6%. The
investment period for NH Infrastructure Partners I ended in May 2013, the investment period for NH
Infrastructure Partners II ended in June 2019, the investment period for NH Infrastructure Partners III ended
in March 2024 and the investment period for NH India Infrastructure Partners ended in September 2024 (see
also “Co-Investments” below for additional information on the fees and expenses relating to co-investments).

MSIM Fund Management (Ireland) Limited, an Irish limited liability company incorporated under the laws
of Ireland and an affiliate of Morgan Stanley (the “AIFM”), which acts as the alternative investment fund
manager in respect of NH Infrastructure Partners IV, will also generally receive an annual fee payable
quarterly in arrears (the “AIFM Fee”) based on a percentage of the aggregate net asset value of NH
Infrastructure Partners IV. The AIFM Fee begins to accrue following the commencement of NH
Infrastructure Partners IV’s commitment period, is funded by NH Infrastructure Partners IV and ranges from
0.03% to 0.015%, subject to a minimum charge of €50,000 per annum.

Acquisition Fees

NH Infrastructure Partners I pays to Morgan Stanley Infrastructure GP LP (the “General Partner I”) an
acquisition fee (the “Acquisition Fee”) in respect of each investment. Each Limited Partner (other than
Morgan Stanley and its affiliates) in NH Infrastructure Partners I bears a portion of the Acquisition Fee for
each investment determined by multiplying such Limited Partner’s share of a percentage of the gross value
of the consideration paid (or to be paid) by NH Infrastructure Partners I for such investment by a percentage
generally ranging from 0.15% to 0.5% depending on the capital commitment of each Limited Partner. Fees
may be deducted from clients’ assets as set forth in the limited partnership agreement of NH Infrastructure
Partners I.

NH Infrastructure Partners II, NH Infrastructure Partners III, NH Infrastructure Partners IV and NH India
Infrastructure Partners do not provide for the payment of Acquisition Fees to (i) Morgan Stanley Infrastructure
II GP LP (the “General Partner II”), (ii) either Morgan Stanley Infrastructure III GP L.P. or Morgan Stanley
Infrastructure III Investors GP S.à.r.l. (together, “General Partner III”), (iii) either Morgan Stanley
Infrastructure IV GP LP or Morgan Stanley Infrastructure IV Investors GP S.à r.l. (together, “General Partner
IV” and, collectively with the General Partner I, the General Partner II and the General Partner III, the
“General Partners”) or (iii) the Onshore Manager, respectively.

Carried Interest

General Partner I is generally entitled to carried interest with respect to each NH Infrastructure Partners I
Limited Partner equal to 20% of such Limited Partner’s profits from each of the NH Infrastructure Partners
I’s investments, subject to satisfaction of an 8% internal rate of return, compounded annually, for such
investment and previously realized investments.

General Partner I is also generally entitled to carried interest in an amount equal to 20% of cash proceeds
attributable to any dividends, interest or other ordinary income from NH Infrastructure Partners I’s
investments, subject to the NH Infrastructure Partners I Limited Partners first achieving a return of 8%,
compounded annually, on the invested capital in such investment.

General Partner II and General Partner III are generally entitled to carried interest with respect to each NH
Infrastructure Partners II Limited Partner or NH Infrastructure Partners III Limited Partner, as applicable,
equal to 20% of such NH Infrastructure Partners II Limited Partner’s or NH Infrastructure Partners III Limited
Partner’s, as applicable, profits from NH Infrastructure Partners II’s or NH Infrastructure Partners III’s, as
applicable, investments, subject to a return of capital and satisfaction of an 8% internal rate of return,
compounded annually (see also “Co-Investments” below for additional information on the fees and expenses
relating to co-investments).

After the end of the investment period of NH Infrastructure Partners IV, General Partner IV is generally
entitled to carried interest with respect to each NH Infrastructure Partners IV Limited Partner equal to 20% of
such NH Infrastructure Partners IV Limited Partner’s profits from NH Infrastructure Partners IV’s realized
investments, subject to a return of capital and fees and expenses allocated to such realized investments and
satisfaction of an 8% internal rate of return, compounded annually (see also “Co-Investments” below for
additional information on the fees and expenses relating to co-investments).

The Onshore Manager, through its Class D ownership interest in the Onshore Fund, is generally entitled to
carried interest equal to 20% of such Class D interests’ profits from NH India Infrastructure Partners’
investments, subject to a return of capital and satisfaction of an 8% internal rate of return, compounded
annually (see also “Co-Investments” below for additional information on the fees and expenses relating to co-
investments).

Placement Agent Fees

With respect to the Funds, broker-dealers (at least one of which is affiliated with the Adviser) acted as
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Item 7 – Types of Clients

The Adviser provides portfolio management services to pooled investment vehicles. These pooled investment
vehicles are not subject to registration under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). Generally, each Fund’s investors must have invested a minimum of $5 million,
unless otherwise approved by the General Partners. In addition, NH Infrastructure Partners I has specific fund
vehicles designed to admit only Morgan Stanley current and former employees (and certain other permissible
related investors), and investors in those fund vehicles must generally invest a minimum of $50,000, unless
otherwise approved. NH Infrastructure Partners IV also has specific fund vehicles designed to admit only
Morgan Stanley current employees (and certain other permissible related investors), and investors in those
fund vehicles must generally invest a minimum of $10,000, unless otherwise approved.

Limited Partner interests in a Fund may be purchased only by certain eligible investors who are (i) “accredited
investors” as defined in Regulation D under the Securities Act of 1933, as amended, and (ii) “qualified
purchasers” for purposes of Section 3(c)(7) of the Investment Company Act or “knowledgeable employees”
as such term is defined in Rule 3c-5 under the Investment Company Act. In the case of the employee funds
described above, interests have been offered and sold to investors who are “accredited investors” as defined
in Regulation D under the Securities Act and in accordance with the requirements of an exemptive order under
the Investment Company Act received by Morgan Stanley from the SEC in April 2000.