Stockbridge Partners LLC

Item 5.   Fees and Compensation

As provided in the Governing Documents with respect to the Funds or Accounts, the Adviser and/or its
designee will receive from a Client both a monthly management fee at a specified rate and an annual
incentive allocation and/or fee based upon the performance of the Funds or Accounts, as described further
below. Although the Adviser has entered into agreements with Clients providing for the below allocations
or fees, the Adviser has in the past and may in the future negotiate alternative fees or allocations on a
Client-by-Client basis with other Funds or Accounts that it manages. The Adviser will consider different
Client facts and circumstances in determining such fees or allocations, including a Client’s investment
strategy, assets under management, account composition, reporting requirements, economies of scale, if
any, and any other factors the Adviser deems relevant.

Management Fee

Generally, on the first day of each month, the Adviser deducts from the account (the “Capital Account”)
corresponding to each investor in the Main Fund a management fee (the “Management Fee”), calculated
as a percentage of the net asset value of such investor’s Capital Account in the Funds.

In addition, Separate Account Clients also pay the Adviser a Management Fee (at a rate set forth in the
Advisory Agreement with respect to the applicable Account) in advance on the first day of each month, for
which the Adviser bills the applicable Separate Account Client.

In the case of an investor admitted to a Fund, or in the case of an Account established, after the first
business day of the relevant calendar month, the Management Fee will be pro-rated based on the
admission or establishment date. If Separate Account Clients contribute additional capital during the course
of a month, the Management Fee is pro-rated based on the date of such contribution.

In the event an Advisory Agreement is terminated, the Management Fee will be pro-rated based on the
ratio of the number of days in the period for which the Management Fee has been paid before and after the
termination date, and the balance will be refunded or credited to the Client, as applicable.

Separate Account Clients generally negotiate the Management Fee at the time of establishing an Account,
and each Fund negotiates the Management Fee at the time it enters into the applicable Advisory
Agreement. Once established, a Fund’s or Account’s Management Fee is generally not negotiable. As
described in Item 11 below, the Adviser is authorized to enter from time to time into Side Letters with one
or more investors in a Fund which provide such investors with additional and/or different rights (including,
without limitation, with respect to the Management Fee) than provided in the Governing Documents of such
Fund. Further, the Adviser from time to time, in its sole discretion, reduces or waives the Management Fee
with respect to certain Funds or certain investors in a particular Fund. For example, the Adviser generally
waives the Management Fee for investments by employees and principals of the Adviser and the general
partners, and their related persons, including estate planning vehicles of such persons.

Incentive Fee or Allocation

Except as provided below, for each fiscal year, the Adviser will be entitled to an incentive fee from the
Accounts and an incentive allocation from the Funds (such fee or allocation, the “Incentive Allocation”),

neither of which are negotiable after the establishment of the Fund or Account. As described in Item 11
below, the Adviser is authorized to enter from time to time into Side Letters with one or more investors in a
Fund that provide such investors with additional and/or different rights (including, without limitation, with
respect to Incentive Allocations) than provided in the Governing Documents of such Fund.

Subject to the applicable Governing Documents, the Incentive Allocation with respect to an Account or with
respect to a Fund is based on the net performance of the Account or Fund for a fiscal year. The Adviser
may, in its sole discretion, reduce or waive the Incentive Allocation with respect to any Fund or any investor
in a Fund (or with respect to any Separate Account Client). For example, the Adviser generally waives the
Incentive Allocation for investments by employees and principals of the Adviser and their related persons,
including estate planning vehicles of such persons. The Incentive Allocation with respect to investors in
Feeder Vehicles is generally allocated at the level of the Main Fund.

The Adviser will bill Separate Account Clients for the Incentive Allocation and will allocate (or cause the
appropriate Fund to allocate or pay) the Incentive Allocation with respect to investors in the Funds as of the
close of each fiscal year (and as of each other date on which the Adviser determines it is appropriate or
necessary to make a determination of the Incentive Allocation with respect to an investor, including a date
on which an investor withdraws all or a portion of its investment).

Other Expenses

Except as otherwise described below as a Client expense, the Adviser will bear operating expenses in
connection with performing investment management services under the applicable Governing Documents
(e.g., including compensation of its investment personnel, secretarial, clerical, and other personnel,
including benefits and related taxes, office space and utilities, telephone, and certain computer equipment).

All other expenses with respect to Clients are borne by such Clients, which generally include, without
limitation but subject to any restrictions in the applicable Governing Document: investment expenses (i.e.,
expenses related to the investment of the Fund’s or Account’s assets, including, without limitation,
brokerage commissions and other transaction costs, expenses related to proxies, underwriting and private
...

Item 7.   Types of Clients

The Adviser currently provides investment advisory services to the Clients. Investment advice is provided
directly to each Client, and not individually to investors in the Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities
Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” or “knowledgeable
employees,” each as defined in the 1940 Act (and rules promulgated thereunder), and include, among
others, university endowments, public and private pensions, foundations, financial and other institutions,
insurance companies and high net worth individuals.

The minimum initial investment in the Main Fund is $5 million, and the minimum subsequent investment in
the Main Fund is $1 million, although the general partner or the board of directors of a Fund, as applicable,
has in the past and may again in the future waive these minimum requirements in its or their sole discretion.
The Adviser does not have a minimum size for any Fund.