Highstar Capital LP

Item 5- Fees and Compensation
A. Management Fees
The applicable fees for each Fund are disclosed to investors in the private offering materials for the
relevant private offering of each Fund. Highstar provides sub-advisory services solely to clients that
are exempt from registration under section 3(c)(7) of the Investment Company Act of 1940, as
amended, or that otherwise constitute “qualified purchasers” as defined in section 2(a)(51)(A) of the

                                                                   Part 2A of Form ADV: Firm Brochure
                                                                                    Highstar Capital LP
                                                                                           March 2018

Investment Company Act of 1940, as amended, and therefore no fee table is included in this
brochure.
B. How Fees Are Charged
Management Fees
Management fees are generally paid by or on behalf of a Fund by requiring investors in such Fund
to make capital contributions in respect of such fees. Alternatively, we may cause a Fund to pay
management fees out of the Fund's cash available for distribution to investors (e.g., investment
proceeds) without requiring investors to contribute additional capital. Management fees are typically
paid quarterly in advance, and as such may be required to be returned to the investors in a Fund
should Highstar’s management services to the Fund be terminated prior to the end of the period in
respect of which the fees have been paid (including cases where the final distribution from a Fund
occurs prior to the end of a period for which management fees have already been paid). In addition,
subject to the governing documents of a Fund, management fees may be reduced by all or a portion
of (i) any transaction-based fees that we may from time to time receive in relation to investments of
a particular Fund (although no transaction-based fees have been received to date), (ii) the amount of
organizational and offering expenses a particular Fund has borne in excess of a certain threshold,
(iii) the amount of any placement fees paid by a particular Fund with respect to any investor’s capital
commitment, and (iv) the amount of any capital contribution advances extended to us by investors
in our Funds. Highstar is not currently receiving any management fees from its Funds, which are
each past the end of their fee-paying periods.
Performance Fees
Certain of our affiliates receive "carried interest," or performance fees, from certain of our Funds
subject to a clawback obligation and to the extent provided in the applicable Fund's governing
agreements. Carried interest is payable by a Fund only after investors in the applicable Fund have
received specified minimum returns on their investment as set forth in the applicable Fund's
government agreements. These fees are typically measured as a percentage of the profits from
investments made by a Fund and are negotiated separately for each Fund at a rate consistent with
industry standards and in compliance with the Advisers Act. Carried interest is paid from cash
otherwise distributable to the applicable Fund's investors, typically from cash that the Fund has
received from the sale of one of its portfolio investments. All such performance fee arrangements
are intended to comply with Rule 205-3 under the Advisers Act.
Highstar, its affiliates and equity owners, and certain of its professionals may invest alongside the
Funds. Other qualified persons or entities who may not be Highstar personnel, but who have pre-
existing business relationships with Highstar or industry expertise also may invest in or alongside the
Funds. See Item 11.B and 11.C for a further description of these transactions. Fees assessed or
carried interest on such investments may be substantially reduced or, as is more typical, waived
altogether for these investors.
C. Other Fees and Expenses
Certain of our Funds may indirectly incur or generate transaction-based fees (e.g., break-up,
monitoring, directors’, structuring, advisory and other similar fees) payable to Highstar or our
affiliates from either third parties or our portfolio companies in which the Funds invest; however,

                                                                   Part 2A of Form ADV: Firm Brochure
                                                                                    Highstar Capital LP
                                                                                           March 2018

some or all of these fees would offset the amount of our regular quarterly management fees. In
actual practice, Highstar does not typically charge or cause our Funds to incur these fees; and no
such transaction-based fees were charged or incurred to date.
Separately, in certain prescribed instances, Highstar may engage consultants or “Senior Advisors,”
who may be compensated in whole or in part with compensation and/or equity from Highstar’s
portfolio companies. Equity awards made to consultants or “Senior Advisors” may be structured to
reward them more significantly for more successful outcomes, and the impact of compensation
and/or equity awards to consultants and “Senior Advisors” may be borne solely by the Funds and
not by other co-investors in a particular portfolio company. These amounts are not offset against
management fees.
In addition, our Funds are generally required to bear out of pocket costs and expenses incurred in
connection with their investment activities, including costs, travel (including private flights where
appropriate), meals, lodging, communication, and expenses incurred in connection with deals that
are not ultimately completed. In certain cases, the Funds may bear such costs and expenses through
their portfolio companies. Unconsummated deal expenses are expensed to the Funds and are
typically not shared with co-investment vehicles. Typically, these expenses include: (i) legal,
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Item 7- Types of Clients
Highstar and our affiliates provide investment advisory services solely to the Funds, through our
sub-advisory relationship with a subsidiary of PineBridge, which are private equity investment funds,
co-investment vehicles established to invest alongside Highstar's private equity investment funds on
an investment-specific basis, and investment vehicles related to the foregoing. Interests in the
Funds are offered privately only to qualified investors, principally (but not exclusively) consisting of
institutional investors, including major pension plans, financial institutions, sovereign wealth funds
and other companies or business entities. The minimum capital commitment to a Fund by an
investor is typically $10 million, although we may waive this minimum in our discretion. Our
affiliates and our qualified personnel also make capital commitments to our Funds, for investment
alongside the other commitments to our Funds.

Item 8- Method of Analysis, Investment Strategies and Risk of Loss
A. Methods of Analysis and Investment Strategies

                                                                     Part 2A of Form ADV: Firm Brochure
                                                                                      Highstar Capital LP
                                                                                             March 2018

Highstar and our affiliates have typically invested the assets of our Funds in controlling or influential
minority investments in core, strategic infrastructure assets and businesses. As noted in Item 6
above, Highstar is no longer actively allocating investments and now makes only limited follow-on
investments for the remaining Funds. We identify and execute operationally focused, value creation
strategies, which include: (i) sourcing, developing, managing, motivating and empowering best-in-
class management teams, (ii) identifying and executing operating efficiencies and cost discipline, and
(iii) creating platform opportunities through accretive acquisitions, synergies and organic growth. We
focus on making investments that offer an accretive combination of many or all of the following key
attributes: (i) contracted/regulated or stable cash flows, (ii) cost pass-through/inflation mitigation,
(iii) long life, well-positioned, core strategic assets fundamental to economic sustainability and
growth, (iv) high barriers to entry, and (v) long-standing, entrenched customer relationships and
high service levels. We target investments in infrastructure assets and businesses that we believe
offer a compelling risk profile and an opportunity to implement best practices in all aspects of risk
management. We focus on infrastructure investments in the energy, environmental services and
transportation sectors, principally in North America and Europe.
In considering potential investment opportunities, we utilize a number of analytical methods in an
effort to achieve a thorough and in-depth assessment of the potential investment. Typically, these
analyses focus on (i) the reputation of selling shareholders and company management, (ii) company
size and sensitivity of cash flow generation; (iii) operational, marketing, legal, tax, labor,
environmental and accounting factors; (iv) competitive risk and industry dynamic; (v) portfolio
composition; (vi) exit alternatives; and (vii) other salient factors that our investment team identifies.
Where appropriate, we may engage third party consultants to assess business and market conditions,
competition, physical and environmental concerns and other factors we deem to be relevant to the
evaluation of an investment opportunity.
Investors in our Funds are provided with more detailed information on the investment strategies
and investment processes of an applicable Fund before they invest.
Notwithstanding the foregoing, investment in our Funds, like investments in other private equity
funds, involves a high degree of risk. For a discussion of material risks associated with an
investment in our Funds, see Item 8.B immediately below.
B. Material Risks
Our Funds engage in transactions that involve substantial risks and are suitable only for those
investors who have the financial sophistication and expertise to understand and accept such risks,
and the financial ability to bear the related risk of loss. We cannot assure any investor that we will
achieve our investment objectives for any Fund or that an investor will receive any return of or on
its capital. Our PPM for each Fund sets forth more detailed information regarding material risks to
which an investment in that Fund is subject, and we provide the relevant PPM to each investor
before the investor invests in a Fund. Such material risks include, but are not limited to, the
following:
Prior Investment Performance Does Not Indicate Future Results
The prior investment performance of our Funds does not necessarily represent the performance that
will be achieved by any other Fund, nor does prior performance indicate the future results of a
Fund. We cannot assure any investor that the historical investment returns achieved by our Funds

                                                                    Part 2A of Form ADV: Firm Brochure
                                                                                     Highstar Capital LP
                                                                                            March 2018

will be achieved by any Fund, and a Fund's performance may be materially different from our
historical returns. Prior performance and track records should be considered with particular caution
in light of the recent and ongoing volatility and turbulence in the U.S. and global economies. On
any given investment, total loss of that investment is possible.
No Market for Limited Partnership Interests; Restrictions on Transfers
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