Nova Infrastructure Management LLC

Item 5: Fees and Compensation

The Fund Governing Documents set forth in detail the Funds’ fee and expense structure. Investors
should consult the Fund Governing Documents for further information on fees and expenses.
Management Fee
As compensation for investment advisory services, and pursuant to the Fund Governing
Documents, NOVA charges the Funds an annual advisory fee which ranges between 1 – 2%,
payable quarterly in advance based on a percentage of capital commitments or remaining invested
capital (the “Management Fee”). The Management Fee is paid by the Funds on behalf of the
limited partners by (i) requiring limited partners to make capital contributions in respect of such
management fees, or (ii) withholding the amount of such management fees from investment
proceeds that would otherwise be distributable to the limited partners of such Funds. Upon
termination of an investment advisory agreement, an unlikely event because of the private fund
structure, a Management Fee that has been prepaid, if any, would be returned on a prorated basis
in coordination with unearned amounts.
NOVA can and likely will waive or reduce the Management Fee for certain limited partners such
as current or former employees, business relationships, limited partners with large commitments
and/or “friends and family” of NOVA.
Performance Based Fee

In addition to the Management Fee, please see Item 6 of this Brochure for a description of the
performance-based fee also received by NOVA (or the General Partner) and charged to the Funds.

Management Fee Offset

In connection with actual or potential portfolio investments, the Fund’s limited partners share of
all net closing, commitment, break-up, termination, monitoring, directors’, advisory, consulting,
and other similar fees paid to, or received by NOVA, in connection with the Fund’s portfolio
investments or unconsummated transactions will be applied to reduce the Management Fee. Such
fees subject to offset shall be net of unreimbursed out-of-pocket expenses incurred by NOVA in
connection with the transaction out of which such fees arose. Such reduction amount will also be
net of any unrecouped broken-deal expenses, which NOVA has elected to pay. To the extent such
offsets would reduce the Management Fee for a given quarterly period below zero, such offsets
will be carried forward and reduce future installments of the Management Fee. Senior advisors
and other consultants and service providers of NOVA may receive fees of the type described above
from portfolio investments or the Funds and no portion of such fees will be credited against
Management Fees. Additional information can be found in the Fund Governing Documents.

Other Fees
NOVA can also receive other fee income, including but not limited to, closing, commitment,
monitoring, break up, termination, transaction, advisory, restructuring, origination, consulting,
director fees from portfolio companies and their affiliates, and other similar fees (“Other Fees”).
Other Fees do not include fees resulting from NOVA’s efforts outside of or in addition to the normal
course of business. Each Fund’s allocable share of such Other Fees received by NOVA, the General
Partner or their affiliates (net of the reimbursement to NOVA and its affiliates of any expenses
incurred in relation to the transaction giving rise to such Other Fees) will generally be applied to
reduce or offset the quarterly Management Fees owed by such Fund to NOVA in accordance with
the Fund Governing Documents. Fees received by any senior advisor of NOVA are, as set forth in
the Fund Governing Documents, not treated as Other Fee income for purposes of calculating
applicable reductions to the Management Fees.
Fund Expenses
Over the life of a fund, aggregate expenses to be borne by that fund (and as a result, the limited
partners) are usually substantial and will reduce returns to limited partners. In this regard, in
addition to Management Fees and Other Fees, the Funds will bear directly and indirectly (to the
extent not reimbursed by a portfolio company) all fees, costs, expenses, liabilities and obligations
incurred in relation to the ongoing operation and activities of each Fund and all costs associated
with its business, portfolio companies or actual or potential investments, including broken deal
expenses, (“Partnership Expenses”). These include, but are not limited to, custodial, brokerage,
underwriting, research, and information, appraisal, valuation, financing, legal, administration,
accounting, investor reporting, pricing services, audit, insurance, including directors and officers
liability, errors and omissions liability, and general partnership liability premiums,
indemnification, taxes, fees and other governmental charges levied against the Funds, consulting
and other professional fees, and all costs associated with limited partner meetings.

Organizational Expenses
The Funds will bear all legal and other costs and expenses related to each Fund’s formation and
the formation of its related parallel and feeder vehicles, alternative investment structures and the
applicable related general partner entities as well as all offering costs, including, but not limited
to, legal, consulting, accounting, research, travel, marketing, printing and supplies
(“Organizational Expenses”), up to an amount as set forth in the Fund Governing Documents.
Organizational Expenses in excess of this amount, if any, ultimately will be borne by NOVA as an
offset to each Fund’s Management Fee. Each Fund is responsible for marketing costs; however,
NOVA will pay placement agent fees either directly or as an offset to the Management Fee. Each
Fund will bear all costs and expenses incurred by or on its behalf for the identification,
investigation, acquisition, financing arrangements, management, ongoing activities, pledging,
refinancing, restructuring, sale or other disposition of investments. Some of these expenses include
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Item 7: Types of Clients

As described in Item 4, NOVA currently provides investment advisory services to the Funds,
including partnerships or other pooled investment vehicles formed under domestic or non-U.S.
laws and operated as investment pools that are excluded from the definition of an investment
company under the Investment Company Act of 1940, as amended (the “Company Act”). At this
time, it is not anticipated that NOVA will provide advice to advisory clients that are “retail
investors” as defined by Rule 204-5(d)(2) under the Investment Advisers Act of 1940, as amended
(“Advisers Act”). Fund investors generally include institutional investors, including corporations,
limited partnerships, limited liability companies, endowments, charitable organizations,
foundations, trusts, estates, pension and profit-sharing plans, persons affiliated with NOVA and
NOVA affiliates including knowledgeable employees, and other entities, as well as high net worth
individuals. Please note that investors in the Funds are not clients of NOVA by virtue of their
investment in Fund. Each Funds’ Governing Documents impose a minimum contribution for
investment, which may vary from Fund to Fund, and is subject to NOVA’s sole discretion to accept

lesser amounts. NOVA may waive the minimum investment or contribution with respect to any
Fund in its sole discretion. Interests can be purchased only by certain eligible and accredited
investors who are “qualified purchasers” or meet an exemption permitted to invest under
applicable securities laws.
Interests in the Funds are currently offered on a private placement basis, and where applicable,
in reliance on Sections 3(c)(1) and/or 3(c)(7) of the Company Act, to persons who generally are
“accredited investors” as defined under the Securities Act of 1933, as amended (the “Securities
Act”), and “qualified purchasers” as defined under the Company Act, and who are subject to
certain other conditions, which are fully set forth in the Fund Governing Documents. Interests
in, or shares of, non-U.S. Funds are generally offered to persons who are not “U.S. Persons,”
as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or
entities substantially comprised of tax-exempt U.S. Persons) on a private placement basis, and
who are subject to certain other conditions, which are fully set forth in the Fund Governing
Documents.

In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified
client” as defined by Section 205 of the Advisers Act, and Rule 205-3 thereunder.   ‫ك‬