Core and Value Advisors LLC

Fees and Compensation
Clients are subject to varying fees and performance-based compensation arrangements. In certain
circumstances, the fees payable to CVA by clients and investors (including affiliates of CVA) are
negotiable and/or waived. In addition to this brochure, all investors and prospective investors should
review the applicable client’s Governing Documents for complete information on the fees and
compensation.

Asset Management Fees: In providing investment advice to clients, CVA also provides asset
management services. These services vary with the nature and type of each investment but generally
include: (i) devising and implementing annual strategic plans and rental programs; (ii) arranging debt
financing and any refinancing; (iii) overseeing property management firms and joint venture operating
partners; (iv) evaluating ongoing financial performance; (v) reviewing and approving annual operating
budgets, major leases and other key decisions; (vi) overseeing on-site physical inspections; and (vii)
implementing disposition strategies. Subject to certain exceptions, asset management services are
included in consideration of the applicable management fee payable by each client to which such
services are rendered. Generally, in consideration of such investment advisory and asset management
services, clients (or together with the corresponding REIT or operating partnership subsidiary, as
applicable) pay to CVA an asset management fee (the “Management Fee”).

The Management Fee for the Niche Logistics Fund is paid quarterly in arrears and in an amount equal
up to 1.00% per annum of the Niche Logistic Fund’s net asset value (NAV) attributable to the limited
partner interests of its limited partners (as of the last day of the applicable calendar quarter). The
Management Fee for S-INDR is paid monthly in arrears and in an amount ranging from 1.00% to 1.25%
of NAV (as of the last day of the applicable month) of the respective share class. The Management Fee
for the Smart Markets Fund is paid quarterly in arrears and in an amount equal up to the sum of 0.95%
of the REIT NAV of each subsidiary REIT attributable to the Smart Markets Fund percentage interest of
its limited partners (as of the last day of the applicable calendar quarter). The Management Fee for the
Value Funds is paid quarterly in arrears and in an amount equal up to 1.50% per annum of either the
aggregate capital commitments or invested capital of its limited partners. The Management Fee for the
Platforms, which CVA receives a portion of, is paid quarterly in arrears and in an amount equal up to
0.75% of the aggregate capital contributed by the respective Platform’s investors. The Smart Markets
Fund, through an affiliated entity, holds an interest in Stockbridge NLP and pays the Management Fee
to SCG. With respect to this interest, the Smart Markets Fund’s Management Fee is offset by fees paid

  The assets of U.S. Logistics, Niche Logistics Fund LP, and Value Fund V Feeder have been excluded in calculating CVA’s
regulatory assets under management to preclude double counting of regulatory assets under management.

  This amount includes the total assets of the Platforms co-managed with SCG. SCG also includes those assets in its own
reporting of regulatory assets under management.

to SCG. Value Fund V Feeder does not pay fees to CVA for services relating to the management of Value
Fund V Feeder’s assets. As a holder of a limited partner interest in Value Fund V LP, Value Fund V Feeder
indirectly bears through its investment in Value Fund V LP its allocable share of the Management Fee
payable to CVA by Value Fund V LP.

The Management Fee payable by an SMA is negotiable and based on various factors. SMAs pay the
Management Fee either monthly, quarterly in advance, or quarterly (depending on the SMA) in arrears
and is calculated based on any of (or a combination of) gross asset value (including indebtedness), gross
projected costs (for assets under development or renovation), net asset value (excluding
indebtedness), net operating income, invested capital, cash flow, or other reasonable bases agreed
with the SMA Client. The Management Fee paid by each SMA ranges in an amount equal up to 7.00%
based upon the forgoing factors. The Management Fee is billed to the SMA Client or may be deducted
from assets of the SMA, depending on the SMA Client. The terms of the Management Fee payable by
each SMA (including, if applicable, our right to deduct the Management Fee payable by an SMA) will
be disclosed to the SMA Client before entering into the SMA advisory agreement, and agreed with the
SMA Client in connection with negotiating the SMA advisory agreement.

Performance Fees, Incentive Fees, and Carried Interest: We collect performance fees, incentive fees,
and/or carried interest distributions from certain clients. Performance fees and incentive fees are
computed based on a percentage of up to 20% of the excess of (generally) realized or appraised
appreciation and cash flow from a property or portfolio over an agreed “hurdle” rate determined
during designated time periods. Carried interest of up to 20% of excess distributable proceeds is
generally distributed after investors receive all invested capital and a compounded annual preferred
return rate of up to 8%, although specific terms vary for certain clients. With respect to the Niche
Logistics Fund, the promote is earned and paid (subject to certain holdbacks) on unrealized gain after
the hurdle is met but before the return of capital.

Investment Fees: In addition to the Management Fee and performance fees, we may charge fees to an
SMA in any or all of the manners described below. All such fees will be subject to negotiation between
the SMA Client and CVA.

Certain SMAs are charged fees on an investment-by-investment basis, including acquisition fees,
financing fees, development fees, and disposition fees (collectively, “Investment Fees”). The payment
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Item 7      Types of Clients
CVA provides investment advisory services to the clients described herein. Investors and SMA Clients
are primarily public and private pension plans, endowments, foundations, and corporations or other
businesses. Investors also include accredited investors such as high net worth individuals and certain
employees of Stockbridge.

With respect to the Funds (excluding S-INDR), Platforms, and U.S. Logistics, we generally require a
minimum $5,000,000 capital commitment from investors but may waive this requirement under
certain circumstances. The minimum initial investment amount for S-INDR is $25,000, unless waived
by CVA. With respect to new SMA Clients, we generally require a minimum $50,000,000 capital
commitment to establish an SMA but may waive this requirement under certain circumstances.
Additionally, we may agree to group certain related SMA Client accounts together for the purposes of
achieving the minimum capital commitment size.