Zimmer Partners LP

Item 5. Fees and Compensation

A.    Compensation for Advisory Services.

The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary
of such fees is provided below. The fees for the Triple Net Fund were negotiated at the time of the
establishment of the Triple Net Fund and are set forth in the operating agreement governing the Triple Net
Fund.

Asset-Based Compensation
The Adviser is generally compensated for its advisory services to each Fund through a management fee of
1.5% - 2.0% per annum, calculated and payable quarterly in advance, and to each Managed Account
through a management fee of 0.05% - 0.20%, calculated and payable quarterly in arrears, of the relevant
client’s assets under management (the “Management Fee”).

The Management Fee will be prorated in the event the Adviser does not remain the investment manager or
management company of a Fund or Managed Account for the entire calendar quarter. Provisions relating
to a prorated refund of Management Fees upon an investor’s redemption or withdrawal, if any, during a
calendar quarter are described in the offering memorandum for the applicable Fund.

The Management Fees are generally non-negotiable; however, the Adviser is permitted to charge investors
in the Funds a Management Fee that is lower than the rates listed above or in the Funds’ applicable offering
memorandum, and the Adviser is permitted to waive the Management Fee for particular investors or
Managed Accounts.

Performance-Based Compensation
The Adviser or an affiliate is generally entitled to receive an incentive allocation or fee (the “Performance-
Based Compensation”) at the end of each fiscal year of a Fund of 20% of the realized and unrealized net
profits (if any) allocated to a capital account of each investor or a series of shares, as applicable, in such
Fund for the fiscal year, subject to a “high-water mark.” The Performance-Based Compensation with
respect to capital accounts of certain investors (or series of share classes of certain investors, as applicable)
of the Utility Funds and for investors in the MidCap Funds increases to 30% on any net realized and
unrealized appreciation in the net asset value (as adjusted as set forth in the Funds’ offering documents) in
excess of 15% annualized return. The Performance-Based Compensation with respect to the Infrastructure
Funds is 17.5% in excess of a “hurdle rate” equal to the Federal Reserve Bank of New York’s overnight
bank funding rate during the applicable period plus 2.0%; provided that if such amount exceeds 4.0%, the
hurdle rate shall be 4.0%.

The Performance-Based Compensation is generally non-negotiable; however, the Adviser or its affiliate is
permitted to charge investors in the Funds' Performance-Based Compensation that is lower than the rates
listed above. The Adviser or one of its affiliates generally waives the portion of the Management Fee and
Performance-Based Compensation otherwise payable by the Funds which are attributable to any general
partner associated with such Fund and to any investors that are members, officers, principals, directors or
employees of such general partner, the Adviser, or their respective affiliates.

The Fixed Income Managed Accounts are not subject to Performance-Based Compensation.

B.    Payment of Fees.

Fees and other compensation paid to the Adviser or an affiliate are generally deducted from the assets of
the Funds and the Managed Accounts. Management Fees are generally deducted on a quarterly basis and
Performance Compensation is generally deducted on an annual basis.

The Performance-Based Compensation received by the Adviser or its affiliates, to the extent subject to the
requirements of Section 205 of U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”),
will be paid in compliance with Rule 205-3 under the Advisers Act.

C.    Additional Expenses and Fees.

Generally, the Funds pay their own expenses including, but not limited to, (i) the fees paid to the Adviser and
the administrator, including expenses associated with middle-office support and other services provided to
the Funds, and consultants (in connection with expenses relating to the continual offer and sale of interests,
investments, trading, compliance, risk management, research and infrastructure (including
telecommunications)), directors' fees, if any; administrative expenses; legal and compliance expenses
(including filings to be made with regulators in non-U.S. jurisdictions, “blue sky” filings, fees and expenses
associated with non-U.S. registered agents and paying agents, responding to formal and informal inquiries
and expenses associated with regulatory filings relating to the Funds and their portfolios and legal,
compliance, archiving and research services), accounting, audit and tax preparation expenses and costs
related to errors and omissions insurance and directors and officers insurance for the Adviser and its
affiliates; (ii) investment-related expenses (e.g., due diligence, proxies, brokerage commissions and
transaction costs, clearing and settlement charges, custodial fees, interest expense, research-related expenses,
including, without limitation, third-party research, research-related travel expenses, news and quotation
equipment and services (including fees for data and software providers), fees and costs related to risk
analytics, and third party trading-related software, and costs associated with the transmittal of trade
information, including trade order management software (i.e. software used to route trade orders)); interest
on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank
service fees and other reasonable expenses related to the purchase, sale or transmittal of Fund assets;
additional investment expenses such as: expenses relating to any special purpose vehicles formed for making
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Item 7. Types of Clients

The Adviser generally provides investment advice to Funds and Managed Accounts, as described above in
Item 4. The Adviser expects to provide investment advice to managed accounts for institutional and other
investors in the future including affiliated insurance companies, co-investment vehicles, registered
investment companies or listed vehicles.

The offering documents of each Fund set minimum amounts for investment by prospective investors in
such Funds. These minimum amounts can be waived by the Adviser or an affiliate.