Sandbrook Capital Management LP

ITEM 5 FEES AND COMPENSATION

       In general, Sandbrook receives a management fee and a carried interest in connection with
the provision of advisory services to its clients. Sandbrook or its affiliates receive additional
compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation will offset in whole or in part the
Management Fees (as defined below) otherwise payable to Sandbrook to the extent provided by
the Governing Documents. In addition, in certain circumstances Sandbrook receives compensation
for management and other services performed in connection with co-investments made in portfolio
companies of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

        Each Fund generally pays Sandbrook, a management fee (the “Management Fee”)
calculated in an amount equal to (i) during the investment period of the applicable Fund, 1.5% per
annum of capital commitments of the limited partners, and (ii) after the earliest to occur of (x) the
date that the investment period of the applicable Fund expires and (y) the final admission date of
any successor fund, 1.0% of the applicable Fund’s funded commitments, including for, in each
case payable quarterly in advance, portfolio investments which have not yet been realized or
permanently written off. For the first and last quarters of the Fund, installments of the Management
Fee payable are adjusted on a pro rata basis according to the actual number of days in such quarter.

1   Regulatory Assets Under Management (“RAUM”) is calculated as of December 31, 2025; however, the RAUM
    amounts attributable to Sandbrook Climate Infrastructure Fund II LP, Sandbrook Climate Infrastructure Fund
    II-B LP, Sandbrook Climate Infrastructure Fund II-C LP, Sandbrook United Co-Invest I LP, and Sandbrook
    United Co-Invest II LP are calculated as of March 30, 2026, to reflect capital commitments and the cost basis of
    investments made by such private funds after December 31, 2025.

As a general matter, Management Fees will be payable during term extensions unless otherwise
agreed with investors.

        As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As further specified in the Governing Documents, from the
effective date of the relevant Fund until a date specified in the Governing Documents (the
“Stepdown Date”), Management Fees generally will be charged based on a formula tied to the
amount of the relevant Fund’s aggregate commitments. Further, after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the amount
of investment contributions (including, where applicable, a Fund borrowing component) made by
the relevant Fund relating to investments that have not been realized or permanently written off
(such investments, “Impaired Value Investments”).

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of such investment contributions. Conversely, the
Governing Documents do not require Management Fees to be reduced or refunded following the
occurrence of a writedown, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a reorganization, roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s) as of the date of the relevant event.

        As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs, except in the case of Impaired Value Investments. Except where
the Governing Documents expressly provide to the contrary, Management Fees will not be reduced
(in whole or in part) in the case of partial distributions (e.g., those resulting from a yielding
investment or a dividend recapitalization) or reorganizations, restructurings, roll-over investments,
extraordinary dividends or similar transactions or in circumstances where one or more other
Fund(s) divest their respective investment(s) (including credit investments) in the relevant
portfolio company, whether in whole or in part, in each case in circumstances that do not result in
the complete disposition of the relevant Fund’s interest therein, and even in cases where the value
of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced
(including substantially reduced) as a result of such transaction.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific expenses of unrealized investments. To the extent any transaction-
specific expenses, costs, fees, compensation or other similar payments in respect of an unrealized
...

ITEM 7 TYPES OF CLIENTS

         Sandbrook provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Sandbrook’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder (the “Investment Company Act”). The investors
participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, principals or other employees of Sandbrook and
its affiliates and members of their families, operating partners or other service providers retained
by Sandbrook or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more

particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

        The Funds generally have a minimum investment amount of $5 million for third-party
investors. Generally, Funds interests are offered and sold solely to (i) “accredited investors” within
the meaning of Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and
“qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act, or
“knowledgeable employees” or entities owned exclusively by “knowledgeable employees” for
purposes of the rules promulgated thereunder. Sandbrook generally is permitted to waive such
minimum investment amount in its sole discretion.