Stockbridge Capital Group LLC

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

Funds

Management Fees: Generally, for our services as investment manager of the Funds, we charge each of
the Funds a management fee paid quarterly in arrears, which represents the cumulative total of the
management fees paid by the investors in such Fund. The management fee paid by investors varies by
Fund and by the size of an investor’s investment therein, and is subject to negotiation in certain
circumstances.

Generally, management fees range from 0.75% to 1.50% and are calculated based on, depending on
the Fund, total capital commitment, invested capital, or unreturned capital contributions.
Management fees will, in certain circumstances, be invoiced to the Fund's portfolio investments rather
than paid by the Fund.

Carried Interest Distributions: Certain affiliates of SCG, including the general partner of certain of the
Funds, are entitled to receive carried interest distributions. Carried interest distributions for each of
the Funds is equal up to 20% of profits4, but are calculated based on a distribution priority formula,
such that no carried interest distributions are paid unless such investors (or, if carried interest
distributions are paid out below the level of the Fund per the terms of a Fund's Governing Documents,
the Funds) have achieved a return of their invested capital and a specified annual “preferred” return
rate. After achievement of this, or in certain cases a subsequent, higher preferred return rate, the
distribution priority formula typically provides a “catch-up” mechanism, whereby the applicable
general partner receives disproportionate distributions so as to catch up to its 20% share of the profits
previously paid to such investors.

Development Fee: The limited partnership agreement of Fund III provides that its general partner may
from time to time provide pre-development, development, construction management, entitlement
management or other similar services (collectively, “Development Services”) with respect to

  The assets of SFR Investor, U.S. Logistics, NLP Investor, and PSERS YES Investor have been excluded in calculating
Stockbridge’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 CVA. CVA also includes those assets in its own
reporting of regulatory assets under management.

  As used herein, “profits” refers to distributions in excess of return of capital.

investments of Fund III, and may also contract with its affiliates (including SCG) or third parties for the
provision of such services. The general partner (or an affiliate) is entitled to receive a development fee
equal to 4% of all costs incurred by Fund III (or a Fund III portfolio company, as applicable) for the
development, redevelopment or renovation of the properties with respect to which such services were
rendered by the Fund III GP or its affiliates, excluding expenses incurred for land acquisition and
financing. As of the date of this brochure, no Development Services have been provided by SCG or any
of its affiliates, nor is it anticipated that such services will be provided.

Platforms

Management Fees: For our services under the Investment and Asset Management Agreement for each
of the Platforms, we charge management fees quarterly in arrears of up to 0.60% of the aggregate
committed capital of the investors or up to 1.25% of invested equity. Construction management fees
are also charged where SCG or an affiliate actively perform oversight and other services related to
assets being developed by third parties that are under contract to be acquired by a Platform.

Carried Interest Distributions: Certain affiliates of SCG have a promoted interest in the Platforms and
are entitled to receive carried interest distributions. The carried interest distribution varies by Platform
but is up to 20% of profits above a specified return hurdle.

Separately Managed Accounts

SCG may earn fees on an investment-by-investment basis, including acquisition and disposition fees,
financing fees, asset management fees and development fees (collectively, “Investment Fees”). Fees
may be collected monthly or quarterly, may be collected in arrears or in advance, and may be invoiced
to the SMA Client or debited from an SMA Client’s account. All relevant terms will be agreed with the
SMA Client in connection with entering into an SMA advisory agreement. Investment Fees may be fixed,
a set percentage, or negotiated at the time of the applicable event. Percentage fees may be based on
investment cost, project cost, financing proceeds, sales proceeds or another agreed basis.

Management fee arrangements may also include payment of an up-front “transition” or other fee in
circumstances where we assume management of an existing SMA from an unaffiliated manager.

SCG may earn milestone, performance and/or incentive fees from SMA Clients (collectively,
“Performance Fees”). Performance Fees may be computed based on a percentage of (i) realized or
appraised appreciation (as applicable), (ii) cash flow, and/or (iii) distributions from a property or
portfolio, subject to (a) return of capital, (b) certain specified “hurdle” rates, and/or (c) designated time
periods. Performance Fees may be assessed on an asset-by-asset basis based on milestones defined
with the SMA Client and may be a fixed rate or variable rate. Rates may vary between SMA Clients.

For our services, we may charge fees to an SMA Client in any or all of the manners described above,
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Item 7      Types of Clients
SCG provides investment advisory services to the clients described herein. Investors and SMA Clients
are primarily public and private pension funds, 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 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.