Stonepeak Partners LP

Item 5 - Fees and Compensation

The following is a general description of the Adviser’s approach with respect to fees and
compensation. The Adviser’s fees are calculated as a percentage of assets under advisement.
Typically, management fees are payable quarterly by each Fund Client based on the applicable
negotiated management fee percentage of each investor in the Fund Clients of both (x) aggregate
capital commitments (during the applicable investment period defined by the limited partnership
agreements of the Fund Clients (the “LP Agreements”)) and (y) either (1) capital contributions for
investments that have not been disposed of (after the applicable investment period), in the case of
some Fund Clients, or (2) the fair market value of investments that have not been disposed of (after
the applicable investment period), in the case of other Fund Clients. However, in the case of some
Fund Clients, management fees are based on (i) the Fund Client’s net asset value, (ii) capital
contributions to the Fund Client for investments that have not been disposed of, or (iii) capital
contributions to the Fund Client for equity investments and the net investment amount for debt
investments. The Adviser charges management fees to some Fund Clients in advance and other
Fund Clients in arrears.

The management fees are negotiated with the investors of each Fund Client, and are subject to
waiver or reduction by the Adviser at its sole discretion, both voluntarily and on a negotiated basis
with selected investors via side letter and other arrangements. Fees will often differ from one Fund
Client to another, as well as among investors in the same Fund Client. The fee structures described
above may be modified from time to time. In certain cases, the rate of management fees payable
by an investor in a Fund Client will be lower based on the size of the investment in the Fund Client
made by the investor if investment commitments meet certain size-based fee reduction
qualifications or other characteristics such as if an investor participates prior to a specified closing
of such Fund Client. Management fees generally are either withheld from distributions or funded
from capital calls by each Fund Client and its investors and deducted directly from the Fund
Clients’ investor accounts or through subscription credit facility borrowings (which would reduce
the amount of capital otherwise available to a Fund Client for making investments), and paid to
the Adviser quarterly in advance, in the case of some Fund Clients, or in arrears, in the case of
certain other Fund Clients.

Moreover, to the extent the management fee with respect to any Fund Client is based on capital
contributions of investments that have not been the subject of a disposition, the management fee
base will include any capitalized deal-specific expenses incurred in connection with such
unrealized investments irrespective of whether such expenses are paid by such Fund Client (or any
special purpose vehicle or holding vehicle through which it invests) or the portfolio company itself.
Investors should note that acquisition costs for unrealized investments will include, and the
management fee will accrue on, costs for investments that are capitalized into the overall cost of
the investment for U.S. GAAP purposes whether such costs are paid to Stonepeak or its affiliates
or to a third party, including, without limitation, any legal fees and expenses, transaction fees,
commitment fees, underwriting fees, operating partner and senior advisor fees, actual or estimated
third-party diligence expenses, borrowing and other financing fees and expenses (including
interest expenses), as well as amounts that are eligible to be treated as “Partnership Expenses”
under the applicable LP Agreement rather than as capital contributions for the making of
investments.

Further, with respect to Fund Clients whose management fee base is calculated based on capital
contributions, to the extent that any such fees and/or expenses are subject to any offset against the
management fee otherwise borne by Fund Client investors, the benefit of any such offset would
be reduced because such fees and/or expenses would increase the base on which the management
fee is calculated. To the extent that any such fees and/or expenses (e.g., transaction fees paid to
Stonepeak) are not fully subject to such offset and are paid to Stonepeak or its affiliates, the lack
of a full offset would give Stonepeak an additional incentive to have a Fund Client or portfolio
company bear such fees and/or expenses.

Certain LP Agreements provide that a Stonepeak GP shall in good faith consider and determine to
what extent any refinancing, recapitalization or other similar transaction with respect to an
investment in a portfolio company constitutes a partial disposition. Unless the LP Agreement
expressly provides to the contrary, a Stonepeak GP will not be required to treat a refinancing,
recapitalization or other similar transaction as a partial disposition and as a result, the Fund Client’s
management fees will not be reduced (in whole or in part) therefrom.

In addition, Stonepeak has entered, and it can be expected that Stonepeak in the future will enter,
into certain arrangements with investors (and/or one or more of their affiliates) that involve an
overall relationship with Stonepeak that could (but is not required to) incorporate one or more
existing or future strategies (including, but not limited to, a different sector and/or geographical
focus within the same or a different business unit) in addition to the Fund Clients’ strategies. Such
an arrangement often involves (but is not required to involve) an investor agreeing to make a
capital commitment to multiple Fund Clients, as well as such investor’s (or group of investors’)
strategic value to Stonepeak as a firm more generally; such an arrangement may also be given on
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Item 7 - Types of Clients

The Advisers currently provide investment advisory services to the Fund Clients. Investment
advice is provided directly to the Fund Clients and not individually to investors in such Fund
Clients. The Advisers may, in the future, advise additional Fund Clients and/or related co-
investment vehicles, and additional relying advisors may be formed in the future to advise other
new Fund Clients.

Interests in the Fund Clients are offered pursuant to applicable exemptions from registration under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the U.S. Investment
Company Act of 1940, as amended (the “1940 Act”). Investors in the Fund Clients are generally
(i) an “accredited investor” as defined in Regulation D under the Securities Act, and (ii) a
“qualified purchaser” as defined in Section 2(a)(51) of the 1940 Act, and/or meet other suitability
requirements (including, in some circumstances, a person that is not a U.S. person as defined in
Regulation S under the Securities Act), and include, among others, high net worth individuals,
banks, thrift institutions, pension and profit sharing plans, government owned investment
companies, trusts, estates, charitable organizations, university endowments, corporations, limited
partnerships and limited liability companies, or other entities.