Terramont Infrastructure Management LLC

FEES AND COMPENSATION

A.   Advisory Fees and Compensation.

     Asset-Based Compensation

     Terramont receives a management fee (the “Management Fee”) from each of the Funds or
     a controlled affiliate. The General Partner may waive, reduce, or modify the Management Fee
     for certain investors in the Funds. Please refer to the Funds’ private placement memorandum
     for a more specific discussion of fees paid by investors in the Funds. Management fees for
     funds of separately managed accounts are negotiated on a bespoke basis.

     Performance-Based Compensation

     In addition, the General Partner or its affiliates may receive performance-based
     compensation, which is compensation based on a share of capital gains or capital
     appreciation of the assets of the Funds. As is more fully set forth in the governing documents
     of the Funds, the General Partner or its affiliates are entitled to receive up to 17.50% carried
     interest from the Funds, which is calculated after investors receive a return of their total
     capital contributions to the applicable Fund and a preferred return of a specified rate, subject
     to catch-up allocations to the General Partner or its affiliates after such preferred return is
     achieved.

     The General Partner may waive, reduce, or modify the performance-based compensation for
     certain investors in the Funds.

     Terramont will negotiate its compensation, if any, from Co-Investment Vehicles on a case-
     by-case basis, and such compensation may include asset-based fees, carried interest and
     expense reimbursement or non-advisory administrative fees.

B.   Payment of Fees.

     The Funds pay the Management Fee owed directly to Terramont quarterly in advance, and
     pro-rated for any partial periods. The Funds distribute carried interest (if any) due under its
     governing documents directly to the General Partner or its affiliates. Generally, the Funds
     distribute carried interest at such times as the General Partner determines that distributable
     proceeds are available for distribution to the Funds’ partners, as further described in the
     Funds’ governing documents.

C.   Additional Fees and Expenses.

     Terramont does not receive any fees from the Funds, other than the Management Fee, but
     Terramont is entitled to be reimbursed for certain expenses in accordance with the Funds’
     governing documents. The Funds do not pay Terramont closing fees upon consummation of
     transactions. The Management Fee is not reduced by certain amounts received by Terramont
     or its owners or employees as reimbursements for out-of-pocket expenses. The Funds may
     also pay certain expenses directly.

     Terramont is entitled to be reimbursed for expenses that are required to be borne by the
     Funds. These expenses include certain expenses relating to the formation of the Funds and
     costs and expenses relating to the Funds’ activities, investments, and business, as is more
     specifically described in the governing documents of the Funds, including, but not limited
     to:

         •   fees, costs, and expenses of outside counsel, accountants, auditors, appraisers,
             valuation experts, consultants, administrators, custodians, depositaries, trustees, and
             other advisors and service providers;
         •   fees, costs, and expenses of identifying, investigating (and conducting diligence with
             respect to), evaluating, structuring, consummating, holding, monitoring, and
             disposing of potential and actual portfolio investments;
         •   taxes, fees or other governmental charges; penalties, fees, costs, and expenses
             incurred in connection with any governmental or regulatory inquiry, investigation
             or proceeding;
         •   litigation expenses;
         •   insurance fees and expenses;
         •   administrative fees, costs, and expenses;
         •   principal, interest, fees, costs, and expenses relating to or arising out of
             indebtedness;
         •   expenses associated with information technology, data subscription and license-
             based services, and research publications;
         •   expenses of the advisory committee; expenses of holding any meeting of the
             partners; and
         •   expenses associated with the preparation and distribution of reports to partners,
             and any extraordinary expenses.

     Each of the Funds and any Parallel Funds formed will bear their pro rata portion (based on
     capital commitments) of the common expenses associated with the operation of such entities
     (including, without limitation, expenses associated with investments).

D.   Prepayment of Fees.

     The Management Fee is paid quarterly in advance and pro-rated for any partial periods.

E.   Additional Compensation and Conflicts of Interest.

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

TYPES OF CLIENTS

The Funds are the clients to whom Terramont provides investment advice. The Funds are
private investment partnerships whose interests are offered to investors on a private
placement basis. Capital commitments to the Funds must be in a minimum amount of at least
$10 million, although the General Partner reserves the right to waive this requirement in its
sole discretion. An investment in the Funds by U.S. investors is limited to investors that are
“accredited investors” within the meaning of Regulation D under the Securities Act and
“qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company
Act. The Funds’ governing documents include a complete discussion of the investor
eligibility requirements and the terms of investment in the Funds.