Omers Infrastructure US Limited

Item 5 – Fees and Compensation

Fees and Compensation with respect to AC

The Registrant receives a management fee from its parent, Infrastructure Canada (or an affiliate), on a cost recovery basis
plus a markup on certain costs and on a one-for-one recovery basis of certain other costs. Effective July 1, 2025, the markup
on applicable costs increased to 10% across all costs previously marked up by 7% or recovered on a one-for-one basis.
Costs subject to the markup include, but are not limited to, operating and administrative costs (e.g., salaries, wages and
benefits, and payroll taxes). Costs collected on a one-for-one recovery basis predominately include incentive compensation
paid. Management fees collected are reduced by any management, consulting and other similar fees received by the
Registrant from any entity or third party in connection with services performed by the Registrant, except for fees received
from Infrastructure Canada. Similarly, Infrastructure Canada receives a management fee from AC (or an affiliate), similar
to the fee received by the Registrant.

The Registrant’s management fee for services provided to AC is paid twice per annum, in arrears, by its parent,
Infrastructure Canada (or an affiliate). As a result, the Registrant typically receives two payments per year: one for the
annual management fee and one for incentive expenses.

Fees and Compensation with respect to Co-Investment Programs

Co-Investors in Co-Investment Programs may bear certain fees, expenses and costs (as described below) in accordance with
the applicable Program Documents entered into by such Co-Investors in connection with participating in the applicable Co-
Investment Program. Such fees, expenses and costs may include any or all of the following: management fees and/or asset
services fees (typically based on invested capital and related to the management and asset services provided by the
Registrant and Infrastructure Canada); performance-based compensation (as described in Item 6 below); establishment and
operating costs, such as fund administrator fees, professional services fees (e.g., legal, audit, tax, third-party valuation
review, other consulting), corporate services expenses, advisory fees, directors fees, statutory representation fees,
registration/formation filing fees, bank charges, travel expenses (e.g., hotels, airfares, ground transportation, meals), and
organizational expenses (e.g., legal structure setup, tax advice); and transaction costs associated with the acquisition or
disposition of assets, such as investment banking or brokerage fees, filing fees with governmental or regulatory authorities,
and professional services fees (e.g., legal, audit, tax, third-party valuation review, other consulting).

The Registrant may elect to modify, waive or defer all or any portion of the fees, expenses and costs described above in its
sole discretion, both voluntarily and on a negotiated basis with selected Co-Investors. Fees, expenses and costs may differ
between Co-Investment Programs, and between or among Co-Investors in the same Co-Investment Program.

Compensation for Sale of Securities or Other Investment Products

Neither the Registrant nor any of its supervised persons are compensated for the sale of securities or other investment
products.

Item 7 – Types of Clients

The Registrant provides advisory and asset management services to Infrastructure Canada with respect to AC’s
administration of the OMERS primary pension plan. Additionally, the Registrant provides infrastructure investment
identification and asset management services through the Co-Investment Programs to AC and the Co-Investors, which are
institutional investors.

The Registrant does not offer any products to retail investors.