Tactical Infrastructure Partners LP

Item 5: Fees and Compensation
A.     Fees.

In consideration of TIP’s investment advisory and other services, TIP typically receives a
management fee from each of the Funds, which is generally equal to a percentage of the total
capital commitments to such Fund. The fee percentage and/or the base upon which the fee is
calculated may vary with the size of the Fund and may also vary over the life of the Fund, as
negotiated and determined at the time the Fund is established and as set forth in its Governing
Documents.

In addition, affiliates of TIP, as general partners of the Funds, typically receive certain allocations
and distributions calculated and charged based on a share of current income, capital gains on or
capital appreciation of the assets of such Fund, as negotiated and determined at the time such
Fund is established and as set forth in its Governing Documents. These allocations and

distributions are commonly known as “carried interest.” Management Fees and carried interest
distributions generally are not negotiable. However, TIP (or an affiliate) has discretion to reduce
or waive Management Fees and/or carried interest distributions for any investor and expects to
do so for TIP’s affiliates and employees in certain instances in the future.

B.     How Fees Are Charged

Management fees will typically be funded with capital contributions drawn for such purpose, but
may also be funded with or withheld from proceeds or distributions from investments. Carried
interest distributions generally will be distributed to TIP’s affiliate from time to time out of
current income, or upon the disposition of investments by a Fund, and are distributed to such
affiliate in accordance with the terms of the applicable Governing Document.

To the extent provided for in the applicable Governing Documents, the management fee may be
offset by any net transaction, break-up, consulting or directors’ fees received by TIP or its
members from any portfolio investment of the Fund.

C.     Other Fees and Expenses

In general, TIP pays its ordinary administrative and overhead expenses, such as employee
salaries, rent and utilities.

In addition to the management fees and the carried interest described above, the Funds are
subject to customary expenses associated with conducting a Fund’s investment program,
establishing and offering interests in the Fund, and operating and administering the Fund,
including, without limitation: (i) fees, costs and expenses relating to the sourcing, purchasing,
holding and sale of investments, including the costs of unconsummated transactions, and travel
related thereto; (ii) legal, auditing, bookkeeping, reporting, regulatory compliance and
accounting (including tax advisory, tax compliance and costs for preparation of reports to the
Client and financial statements) fees and expenses; (iii) all insurance and indemnification
expenses; (iv) interest expenses and debt service obligations, investment banking, brokerage
fees, finders’ fees, custody, transfer, registration, commissions, discounts and other similar
expenses; (v) costs associated with meeting with limited partners, including related travel costs;
(vi) extraordinary expenses such as litigation expenses; (vii) expenses of liquidating any vehicles
set up for the Client; (viii) costs and expenses associated with the formation, launch and closing
of such Fund and (ix) taxes, fees or other government charges levied against the Client
investments and all expenses incurred in connection with tax audit, investigation, settlement,
regulatory compliance or review of the Client investments.

The foregoing list of expenses is not intended to be exhaustive and is qualified in its entirety by
the terms set out in the offering materials and Governing Documents of each Fund.

D.     Refunds for Fees Charged in Advance.

In the event of the termination of the investment management agreement between TIP and a
Fund, a portion of the management fee, pro-rated for the number of days remaining in the
quarter (or other applicable period) after termination, will be returned to investors in the Fund.

E.     Compensation for Sales of Securities

Neither TIP nor its supervised persons accept compensation for the sale of securities or other
investment products.

Item 7: Types of Clients
TIP currently provides investment advisory services to pooled investment vehicle Clients
structured as a private funds. In the future, TIP intends to sponsor additional pooled investment
vehicles structured as private funds.

Interests in the Funds are offered privately to a limited number of sophisticated investors,
including institutional investors and high-net-worth individuals, subject to applicable legal and
regulatory requirements as described in each Fund’s offering materials and Governing
Documents. Although TIP does not impose a minimum dollar value of assets under management
to accept a Fund as a client, TIP does exercise discretion in setting a target amount to raise when
establishing a new pooled investment vehicle. In addition, TIP may establish minimum
investment amounts for investors in the Funds. The offering materials and/or Governing
Documents of the Funds will typically detail all of the foregoing for each Fund.