Vantage Infrastructure USA Inc

Item 5 – Fees & Compensation

The specific manner and amounts in which the Adviser and its affiliates charge fees to the relevant Client
is established and described in greater detail in the Governing Documents of such Client.

Fund

The Adviser receives compensation based on a percentage of assets under management payable, in arrears,
each calendar quarter (the “Management Fee”). In addition to the Management Fee, the Fund will bear its
own expenses as set forth in its Governing Documents,

Mandate Clients

The Adviser generally seeks to receive from its Mandate Clients an annual asset-based fee (“Base
Advisory Fee”) as compensation for its advisory services. However, some Mandate Clients have different
arrangements. Each fee-paying client receives a separate fee bill. M a n d a t e Client fees are not
automatically deducted from Mandate Client accounts. In addition, Mandate Clients may be required to
pay other fees and expenses associated with their accounts generally (e.g., custody costs, auditing fees,
legal fees) or with infrastructure investing specifically, such as broken deal expenses, discussed in Item
8, below.

Fees are generally paid quarterly in arrears and any payment for a period of less than three months shall
be adjusted on a pro rata basis according to the actual number of days during the period.

Fees are based on the amount of capital invested in the Client’s account, meaning the aggregate
outstanding principal amount of portfolio securities recommended by the Adviser to the Client minus the
net write down of any asset. The fee rate is dependent on the amount of invested capital each quarter. No
fee is paid unless such Clients acquire an asset recommended by the Adviser.

Performance Fee

Currently, the Adviser has an agreement to receive Performance Fees from a Mandate Client and may
seek partial compensation by way of Performance Fees from future clients. See Item 6 below for further
information related to performance fees.

Item 7 – Types of Clients

Vantage USA provides investment advisory services to sophisticated private and institutional Clients
(e.g., public pension funds, insurance companies, and private funds) and welcomes similar types of
prospective Clients. Generally, the minimum capital commitment to invest is $25 million, although the
Adviser has the discretion to accept lesser amounts.