Stockbridge Capital Group

Stockbridge Capital Group, LLC (“SCG,” “we” or “our”) was formed in April 2003 to provide real estate investment advisory services and became a registered investment adviser with the United States Securities and Exchange Commission (the “SEC”) in January 2009. SCG is controlled by its ultimate principal owner and Chief Executive Officer, Terry Fancher, and managed on a day-to-day basis by Tuba Malinowski, Executive Managing Director, and Stephen Pilch, Executive Managing Director – Strategic Legacy Assets. SCG’s investment advisory and supervisory services to clients (as defined below) are provided principally with respect to real estate properties and real estate-related assets and businesses. SCG’s investment activities generally comprise three broad real estate investment categories: core, valueadd and opportunistic. For a further description of these categories, as well as information on the specific investment strategies we pursue and how we may tailor our services to meet the needs of our clients, please refer to “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss.” SCG provides investment advisory and supervisory services to the following commingled investment funds and related co-investment partnerships or vehicles:

Stockbridge Real Estate Fund, LP, a Delaware limited partnership (“Fund I”); Stockbridge Real Estate Fund III, consisting of two parallel Delaware limited partnerships1, each designed to meet the differing tax and regulatory needs of investors (collectively, “Fund III” and together with Fund I, the “Opportunity Funds”); YES Communities, LLC, a Delaware limited liability company (“YES Communities”); PSERS YES Holdings, LP, a Delaware limited partnership (“PSERS YES Investor”); Stockbridge Strategic Industrial Venture, LLC, a Delaware limited liability company (“SSIV”); Stockbridge SIV Reno, LLC, a Delaware limited liability company (“SIV Reno”); Stockbridge NLP, LLC, a Delaware limited liability company (“Stockbridge NLP”); NLP Investor, LP, a Delaware limited partnership (“NLP Investor”); Stockbridge U.S. Logistics, LP, a Delaware limited partnership (“U.S. Logistics”); SCG Logistics REIT, LLC, a Delaware limited liability company (“SCG Logistics”); Stockbridge Helix Investor, LP, a Delaware limited partnership (“Helix Investor”); Stockbridge MORE Communities, LLC, a Delaware limited liability company (“SMORE I”); Stockbridge MORE Communities II, LLC, a Delaware limited liability company (“SMORE II”); Stockbridge U.S. SFR Investor, LP, a Delaware limited partnership (“SFR Investor”); Stockbridge TBS Investor, LLC, a Delaware limited liability company (“TBS Investor”); Stockbridge TI Fund, LP, a Delaware limited partnership (“TI Fund”); Stockbridge TI Series 2 Fund, LP, a Delaware limited partnership (“TI Series 2 Fund”); Stockbridge TI Series 3 Fund, LP, a Delaware limited partnership (“TI Series 3 Fund”); Stockbridge YBI Fund, LP, a Delaware limited partnership (“YBI Fund”); Stockbridge Residential Solutions Trust, a Maryland statutory trust (“RESI Trust”); and Stockbridge RESI Operating Partnership, L.P. (“RESI OP” and together with RESI Trust, “S-RESI”).

The two limited partnerships comprising Fund III are Stockbridge Real Estate Fund III-A, LP and Stockbridge Real Estate Fund III-C, LP (collectively, the “Fund III Constituent Funds”). The Fund III Constituent Funds invest alongside one another in all Fund III investments. References herein to Fund III include all of the Fund III Constituent Funds.

We refer to the Opportunity Funds, Helix Investor, TBS Investor TI Fund, TI Series 2 Fund, TI Series 3 Fund, YBI Fund, S-RESI and any future similarly structured funds collectively as the “Funds.” We refer to YES Communities, SSIV, SIV Reno, Stockbridge NLP, SCG Logistics, SMORE I, and SMORE II collectively as the “Platforms.” The Platforms are investment vehicles built around specific investment themes, property types and/or management expertise of any operating partner and are typically structured as pooled investment vehicles with a limited number of investors or members (as applicable), including in some cases affiliates of SCG. We refer to the Funds, Platforms, PSERS YES Investor, NLP Investor, U.S. Logistics, SFR Investor, and SMAs (defined below) collectively as “clients.” With respect to SSIV, SIV Reno, and Stockbridge NLP, SCG entered into Services and Sub-advisory Agreements with its advisory affiliate and wholly owned subsidiary, Core and Value Advisors, LLC (“CVA” and together with SCG, “Stockbridge”), for CVA to provide investment advisory services to each client. With respect to U.S. Logistics, SCG and CVA jointly provide investment and asset management services under a single investment management agreement. With respect to SMORE I and SMORE II, SCG entered into Services Agreement with MORE Residential Advisors, LLC (“MORE Residential”), a wholly owned subsidiary of SCG, for MORE Residential to provide asset management and investment sourcing services on behalf of SMORE I and SMORE II. For further information, please refer to “Item 10 – Other Financial Activities and Affiliations.” SCG also provides investment advisory services to separately managed accounts (each, an “SMA” and collectively, “SMAs”) for institutional investors (each, an “SMA Client” and collectively, “SMA Clients”). SCG provides advice to SMA Clients regarding investment of client funds in real estate assets based on such client’s individual investment needs. We work closely with SMA Clients to understand their goals and objectives and develop investment strategies that address the needs of the individual SMA Clients. SMA Client investment advisory agreements may provide for services relating to a single asset, may provide for services for a portfolio of assets, and may include investment guidelines, restrictions, and parameters designed to meet the client’s desired investment strategy and risk tolerance, which may limit investments to certain locations or types of assets and may also limit the extent of leverage. The organization of the assets within an SMA differs with each SMA, but typically includes one or a series of partnerships, limited liability companies or corporations (or a combination of the foregoing) owning real estate properties and real estate-related assets and businesses. SCG or an affiliated entity may serve directly or indirectly as general partner of one or more of the partnerships holding the assets within an SMA, or as managing member or manager of one or more of the limited liability companies holding the assets within an SMA. Our investment professionals may also serve as officers of any such entities, or as officers and/or directors of one or more corporations holding assets within an SMA. SCG tailors its advisory services to the specific investment objectives and restrictions of each client account as set forth in such client account’s confidential private placement memorandum, limited partnership agreement, limited liability company agreement, investment management agreement and/or other governing documents including investor side letter agreements (collectively, “Governing Documents”). Investors and prospective investors of each client should refer to the applicable Governing Documents for complete information on the investment objectives and investment restrictions with respect to such client. There is no assurance that any of the client accounts’ investment objectives will be achieved or that their investment strategies will be successful.

As of December 31, 2025, SCG managed $21,548,034,8032 of client assets, with $4,160,488,076 managed on a discretionary basis and $17,387,546,7273 managed on a non-discretionary basis.

Fees, Compensation, Expenses and Other Fund Matters

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, depending on the type and amount of assets contained in the SMA, the individual circumstances of the SMA Client and other relevant factors. All such fees will be subject to negotiation between the SMA Client and us. Consulting and Administrative Services

We have in the past and may in the future provide consulting and administrative services to real estate investors with respect to real estate assets, properties and portfolios that are not managed by us. Consulting and administrative services may include, among other things, (i) assessment of assets, properties or portfolios based on evaluation criteria agreed to with the client; (ii) assessment of managers, joint venture or operating partners; (iii) recommendations with respect to future actions, including capital investment and hold/sell decisions; and (iv) assistance with accounting and administrative support functions. Consulting and administrative services will be provided for a fee based on the client’s specific circumstances and may be based on hourly, daily, weekly or monthly rates. Such services may involve an overall fee for services rendered with respect to a particular asset or portfolio. Consulting and administrative services fees will be agreed upon prior to entering into a consulting or administrative services arrangement with any client. Such clients may be invoiced in arrears or in advance (as provided for in the applicable agreement). We may also require an up-front retainer from such clients in certain circumstances, however in no event will advance payment be accepted for consulting and administrative services that will not be completed within six (6) months. While there is no minimum fee for consulting and administrative services, we do not expect to accept such assignments where anticipated fees will not exceed $250,000.

Expenses Fund Expenses: To the extent applicable, the Funds (and therefore, indirectly, the investors in such Fund) are responsible for paying all organizational, partnership and administrative expenses and other expenses up to amounts indicated within the applicable Fund’s Governing Documents. These expenses vary by Fund, but typically include, among other things: (i) administrative expenses related to the operation of a Fund (e.g., the fees and expenses of accountants, lawyers and other professionals incurred in connection with the Fund’s annual audit, legal compliance, financial reporting, legal opinions, tax strategy and tax return preparation), including expenses of a Fund’s limited partner advisory committee and accounting, banking and treasury-related costs (including costs associated with treasury systems); (ii) all fees, costs and expenses related to the acquisition, holding, leasing, financing, refinancing, re-development, development, management, repairs, improvements, monitoring and sale or other disposition of investments (including any legal, audit, travel, financing, appraisal, insurance, consulting, brokerage, engineering, environmental inspection, indemnification costs and expenses) and the identification, evaluation and negotiation of potential investments (including any due diligence costs or expenses of any third parties and the general partner or SCG) regardless of whether the potential investments, dispositions, improvements, re-developments or developments are consummated; (iii) any custodial expenses for the safekeeping of cash, securities and other property and any expenses related to making temporary investments and any interest expenses; (iv) all fees, costs and expenses related to the offering of Fund interests as indicated within the particular Fund’s Governing Documents; (v) the costs of forming, organizing and maintaining each subsidiary of a Fund; (vi) any extraordinary administrative or operating fees or expenses (e.g., litigation or indemnification expenses); (vii) expenses incurred in connection with the dissolution and liquidation of a Fund; (viii) expenses incurred in connection with the provision and maintenance of any director and officer liability insurance policies, general partnership liability insurance policies or other liability insurance policies relating to the Fund; (ix) any extraordinary administrative or operating fees or

expenses (e.g., litigation or indemnification expenses); (x) any costs related to building or maintaining investor relationships for prospective and current investors; (xi) a Fund’s allocable portion of any fees and expenses related to obtaining research and market data (including any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data); provided that if another client of SCG or its affiliates also benefits from such research and market data, hardware, software or technology, such fees and expenses shall be borne in part by the Fund and in part by such other client(s) such that the expense burden is aligned with the relevant beneficiaries; (xii) certain other technology expenses; and (xiii) any other customary expenses. The Opportunity Funds, an affiliated entity, may from time to time make political contributions to support pro-business and pro-real estate development candidates and ballot measures in various jurisdictions where the Opportunity Funds do business. Expenses may be borne by a portfolio investment or property and, therefore, indirectly by the applicable Fund. SMA Expenses: Each SMA Client negotiates with SCG regarding the expenses that such client will pay, but these expenses may include all fees, costs and expenses related to the acquisition, holding, leasing, financing, refinancing, development, management, repairs, improvements, monitoring and sale or other disposition of investments (including any legal, audit, financing, appraisal, insurance, consulting, brokerage, engineering, environmental inspection and indemnification costs and expenses) and the identification, evaluation and negotiation of potential investments (including any due diligence costs or expenses of any third parties and SCG). In certain cases, the SMA Client will bear the cost of travel related to the acquisition, monitoring, and disposition of investments. Also, to the extent negotiated with the SMA Clients, such clients may also bear such costs regardless of whether the potential investments, dispositions, improvements or developments are consummated. The expenses that will be paid by each SMA Client may include additional or different expenses than the ones described herein and are documented in the relevant Governing Documents. Platform Expenses: Pursuant to SCG’s agreements with each Platform, PSERS YES Investor, U.S. Logistics, and SFR Investor, such clients have agreed to reimburse SCG for any expenses that may be incurred by SCG on behalf of the clients and for its reasonable out-of-pocket expenses incurred in providing investment and asset management services to the clients. If the expenses are associated with more than one client, SCG will allocate the expenses in good faith and in a manner that is fair to all the clients incurring such expenses. Other Fees and Expenses: While we do not anticipate that mutual funds will be included in any client portfolio, money market mutual funds may be used to “sweep” unused cash balances until they can be appropriately invested. Accordingly, clients should be aware that all fees paid to us are separate and distinct from the fees and expenses charged by mutual funds to their shareholders. These fees and expenses are described in each mutual fund's prospectus. These fees will generally include a management fee, other fund expenses and, in certain cases, a distribution fee. Clients are also responsible for the fees and expenses charged by custodians and imposed by brokers. Such fees may include, but are not limited to, any transaction charges, origination fees, fees for duplicate statements and transaction confirmations, and fees for electronic data feeds and reports.

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Methods of Analysis General Our selection of target markets for investment opportunities is based on our review of real estate and macroeconomic research and the views of our investment professionals regarding the potential for favorable investment returns in various geographic markets and property types. We also consider input from prospective joint venture partners and real estate service providers (e.g., property management firms, real estate brokerage firms, developers, construction managers, etc.) who have broad experience in particular regions, markets or property types. Prospective investment opportunities are generally sourced through the network of relationships that SCG and our investment professionals have developed throughout the real estate industry, including existing operating and development partners, potential new operating partners, real estate brokerage and lending contacts, as well as relationships with various other real estate professionals. We expect to proactively identify investment opportunities that are not broadly marketed for sale and endeavor, where possible, to identify and execute real estate transactions outside of a competitive bidding process. Our due diligence review of prospective investments includes a financial review of the asset or portfolio, including an assessment of the market or markets in which the investment is located. All prospective investments are toured by certain SCG investment professionals. Our financial analysis may utilize various valuation benchmarks, including estimated internal rates of return, expected cash-oncash yields, projected investment yields on either a leveraged or unleveraged basis or both, testing of expected debt service coverage ratios and sensitivity analyses to consider investment returns based on a variety of potential scenarios. Where appropriate, we will utilize standardized financial, accounting and/or real estate software, such as ARGUS, to assist us in the development of financial forecasts and projections.

Investment Strategies General Clients managed solely by SCG typically pursue a value-add or opportunistic investment strategy. However, SCG may pursue other investment strategies. Clients solely managed by CVA, will typically pursue a core, core plus or value-add strategy, though may also pursue other investment strategies. The Platforms that are jointly managed with CVA pursue a core/core plus strategy. Additionally, clients may focus on investments within one or more selected property types (such as office, industrial, residential and retail properties and land development) or geographic regions, or those meeting other selected criteria. All clients focus their investments principally on real estate properties, but certain clients also invest in real estate-related assets and businesses. SCG may also enter into arrangements on behalf of clients (a “Programmatic Agreement”) with a third-party sponsor (the “Sponsor”), which is typically a joint venture partner, to enable SCG to assemble a portfolio of assets (generally including a seed portfolio and future acquisitions) through a designated investment entity or entities, a series of developments or acquisitions, or some other means. In each case, the Sponsor identifies and presents such asset(s) to SCG, in accordance with the terms of such Programmatic Agreement, to which SCG would generally not otherwise have access. Core: A core investment strategy generally involves the pursuit of real estate assets that are operationally stable and demonstrate high occupancy at acquisition, with low near- term rollover in leases. Core investments are generally located in primary markets (such as large cities or their suburbs) and are typically acquired in structures involving low to moderate levels of indebtedness. While a core portfolio will typically include a preponderance of core assets, it may also include certain non-core assets. Core Plus: A core plus investment strategy involves the pursuit of real estate assets that are generally operationally stable and demonstrate moderate to high occupancy in the near-term. Core plus investments might have near-term rollover or a location within a secondary market that enhance investment risk and are typically acquired in structures with moderate levels of indebtedness. A core plus investment strategy will typically include a diversified mix of core, core plus and non-core assets. Value-Add: A value-add investment strategy generally involves the pursuit of real estate assets that demonstrate somewhat greater volatility than core or core plus assets. Such assets are often moderately to well-leased, but may require additional capital investment, renovation or repositioning to achieve greater occupancy. Additionally, value-add portfolios may include selected development or redevelopment assets, “distressed” assets or assets acquired from distressed sellers. Value-add assets may be located in primary or secondary markets and are typically acquired in structures involving higher levels of indebtedness than core or core plus assets. A value-add portfolio will typically include a preponderance of value-add assets but may also include assets outside this category. Opportunistic: An opportunistic investment strategy involves the pursuit of assets demonstrating higher volatility and risk than either core, core plus or value-add assets. Such assets may include both traditional and non-traditional property types, as well as “ground-up” development projects and land. Opportunistic assets may have minimal or no occupancy at acquisition and/or a high concentration of near-term lease rollover. Opportunistic assets may be located in any geographic market and are

typically acquired in structures involving higher levels of indebtedness. An opportunistic portfolio will typically include a preponderance of opportunistic assets, but may also include assets outside this category. While certain real estate investment strategies are intended to minimize risk, investing in real estate and real estate-related assets and businesses will involve the risk of loss that clients and investors must be prepared to bear. Clients Funds: We pursue a value-add and opportunistic investment strategy on behalf of the Funds. This strategy includes the use of significant leverage and thus involves a high degree of risk. While the investment strategy of each of Fund differs slightly, each Fund pursues investments in real estate assets that generally require substantial renovation, repositioning, strategic development, redevelopment or land entitlement. Investments include large, complex transactions requiring expertise across multiple property types and real estate disciplines, and may include real estate related businesses. The Funds invest in real estate development projects, including in ground-up developments (e.g., development projects on raw land on which there are no existing improvements). The Funds do not have specific diversification requirements as to property type or geographic region, although each of Fund I and Fund III has restrictions as to the portion of capital commitments that may be invested in any single asset. Platforms: YES Communities invests in manufactured homes community assets and businesses in the United States. SSIV, SIV Reno, Stockbridge NLP, and SCG Logistics invest in industrial assets in the United States. SMORE I and SMORE II invest in single family rental communities in the United States. Each Platform is structured as a pooled investment vehicle and includes a limited number of investors. The Platforms seek to maximize total returns to investors through a combination of cash distributions and capital appreciation. The Platforms are managed by SCG on a non-discretionary basis, with certain services being provided by CVA and MORE Residential. SMAs: The investment strategy of each SMA varies based on the goals and objectives of the SMA Client. Through discussions with an SMA Client, in which the SMA Client’s goals and objectives with respect to the SMA are established, we will develop an investment strategy for the SMA and then create and manage the SMA based on that strategy. In certain cases, prospective SMA Clients may already have an investment strategy in mind (or in circumstances where we are assuming control over an existing SMA, a strategy for the SMA may already be in place) and we will implement that strategy, subject to modifications agreed to between the SMA Client and us. We may manage certain SMAs on a discretionary basis and others on a non-discretionary basis (in each case, subject to discussions with the SMA Client) and (as applicable) customize SMAs based on an SMA Client's investment guidelines and restrictions, leverage expectations and risk tolerance. Sustainability Program SCG believes that sustainability factors can have an impact on investment performance and should be considered when evaluating investment decisions and engaging in the day-to-day management of investments. Additionally, SCG believes that a commitment to sustainability principles is not limited to the management of its clients’ investments, but also extends to how SCG operates. SCG strives to take

sustainability considerations into account in the operation of its business, with the goal of setting a positive example for those who conduct business with SCG. SCG seeks to implement its Sustainability Policy and Procedures (the “Sustainability Program”) and integrate sustainability into the day-to-day activities of its business by, among other things, requiring that its employees maintain consistently high standards of professional and business conduct. The purpose of the Sustainability Program is to define SCG’s approach to integrating the consideration of sustainability risks and value creation opportunities into investments made on behalf of its clients. The Sustainability Program describes how SCG identifies, measures, manages and monitors sustainability risks. Platform board of directors and SMA Clients are consulted with to determine which elements of the Sustainability Program they wish to a apply to their investments. SCG is committed to considering material sustainability issues in the course of its due diligence and in the monitoring of portfolio investments to the extent reasonably practical, subject to the provisions of the operating agreements, confidential private placement memorandums and investment management agreements applicable to its clients, and to maximize investment returns for its clients. SCG believes that by properly evaluating sustainability factors in its acquisition analysis and asset management processes, it can better manage risks and opportunities while enhancing long-term returns for its clients. Emphasis is given to the evaluation of physical and transition risk in accordance with a client’s resilience program which is aligned with the Task Force on Climate-Related Financial Disclosures (as defined in the Sustainability Program).

Risk Factors Investments in real estate properties and real estate-related assets and businesses involve various risks, and we make no guarantees or assurances that our clients will achieve their investment or return objectives. Risk factors associated with the investments of our clients include the following: Artificial Intelligence: Artificial Intelligence (AI) is a field of computer science that focuses on computing systems that perform tasks traditionally thought to require human intelligence in some form. AI uses a wide variety of mathematical and statistical algorithms and other strategies to make predictions, recommendations, or determinations in a variety of situations. The unauthorized use of AI systems can introduce unforeseen risk factors including operational risks such as the potential for factual errors or inaccuracies in work product developed with AI, distribution of confidential information using AI technologies, ethical risks related to the potential for inherent biases in the algorithm or programming, privacy concerns with respect to data dissemination or security issues, risks related to intellectual property rights with respect to both the inputs to the program and ownership rights to AI work product, and risks related to AI’s impact on the workforce, among others. Bank Failures: The economic and regulatory environment is raising the risk of bank failures. Exposure to the risk of bank failure for real estate funds can take effect directly through depositary accounts exceeding the Federal Deposit Insurance Corporation (FDIC) limits and via exposure through loans, subscription facilities, security deposits and letters of credit issued by such banks, that can no longer be drawn from. These risks can apply at the management company, fund and/or investment level, as well as affecting the performance of the fund where tenants are unable to pay their rent. SCG mitigates these risks by monitoring various banking relationships and acting on contractual provisions where a

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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.

As described in “Item 5 – Fees, Compensation, Expenses and Other Fund Matters,” we accept performance-based fees from certain clients; and for the Funds and Platforms, in the form of carried interest distributions. Certain clients with performance-based fees are managed side-by-side and have similar investment strategies as with other clients that do not pay such fees. Further information regarding performance-based fees with respect to each type of client is provided in “Item 5 – Fees, Compensation, Expenses and Other Fund Matters” above. Additionally, investors and prospective investors should refer to the respective client’s Governing Documents for complete information on the performance-based allocation arrangements.

The acceptance of performance-based fees may create an incentive for us to recommend investments or take actions which may be riskier or more speculative than those that would be recommended under a different fee arrangement. Additionally, as certain of our investment professionals may manage one or more accounts that are charged a performance-based fee and others that are not charged such a fee, it may create an incentive for such investment professionals to favor the accounts in which we may receive a performance-based fee over those in which we do not receive such a fee. Please refer to “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for further information about potential conflicts of interest. Currently, SCG does not have any clients with overlapping investment objectives that have committed capital available at the same time for which SCG is sourcing investments. Please also refer to the language below, in “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss,” for information about certain “programmatic” investments where future investment opportunities that arise through a particular Sponsor may be allocated to a designated client. Investment Allocation Policy: SCG’s policy prohibits any allocation of investment opportunities in a manner that SCG's proprietary or affiliated accounts, or any particular client or group of clients, receive more favorable treatment than any other client. When SCG has multiple clients pursuing substantially similar investment strategies, SCG adopts a written investment allocation policy that provides for the fair and equitable allocation of such opportunities. Such policy provides that, in the event that an investment opportunity becomes available, SCG will allocate such investment opportunity to one of its clients based on the following factors:

the investment objectives of each client; the amount of funds available to each client; the financial and investment characteristics of each client, including investment size, potential leverage, transaction structure, and anticipated cash flows; the strategic location of the investment in relationship to existing properties owned by each client; the effect of the investment on the diversification of each client; the impact of the financial metrics of the investment on each client; and the presence of any exclusivity arrangement between SCG, or its affiliates, and any clients.

If, after consideration of the foregoing factors, SCG determines that an investment opportunity is suitable for two or more clients, then SCG will allocate such investment opportunity among the clients by prioritizing such suitable client that has gone the longest without being allocated such a discretionary allocation. If a subsequent development, such as a delay in the closing of a property or a delay in the construction of a property, causes any such investment, in the opinion of SCG, to be more appropriate for a client other than the client that committed to make the investment, SCG may determine that another client will make the investment.

PERFORMANCE-BASED FEES WILL ONLY BE CHARGED IN ACCORDANCE WITH THE PROVISIONS OF RULE 205-3 OF THE INVESTMENT ADVISERS ACT OF 1940, AMENDED (THE “ADVISERS ACT”) TO THE EXTENT APPLICABLE AND/OR APPLICABLE STATE REGULATIONS.

Affiliated Investment Advisers: CVA is a wholly owned subsidiary of SCG. SCG and CVA operate under a common ultimate ownership structure and share resources including personnel responsible for operating governance and day-to-day oversight such as compliance, corporate finance, client finance and accounting, client service, research, people resources, and information technology. SCG’s ownership and control of CVA, as well as the sharing of resources and personnel, gives rise to actual and potential conflicts. In addition, SCG and CVA could face certain conflicts of interest between the interests of SCG’s clients and the interests of CVA’s clients when making certain decisions on behalf of SCG’s clients that compete with the interests of CVA’s clients. For additional information regarding certain relationships between CVA personnel and SCG, please refer to “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” below. Stockbridge RESI Advisors, LLC, a Delaware limited liability company (“S-RESI Advisors”), was formed to serve as the advisor to Stockbridge Residential Solutions Trust, a Maryland statutory trust, and its subsidiaries (together, “S-RESI”). S-RESI Advisors is a “relying advisor” and wholly owned subsidiary of SCG. S-RESI, which qualifies as a REIT, was formed to invest in an institutional-quality portfolio of income-producing and growth-oriented residential rental properties in high-growth suburban and urban markets in the United States. S-RESI Advisors, which is made up of SCG personnel, may source investment opportunities for S-RESI that are suitable for clients of SCG. A conflict of interest will exist between CVA and S-RESI Advisors, or their affiliates or clients, in the event that both SCG and S-RESI pursue the same investment opportunity. Passive Minority Investment by Blue Owl: In October 2023, SCG accepted a minority investment by an investment vehicle managed by Blue Owl GPSC Advisors LLC (Blue Owl Capital Inc.’s GP Strategic Capital platform) (“Blue Owl,” and such investment vehicle, the “Minority Investor”). Neither Blue Owl nor the Minority Investor has decision making rights or input with regard to CVA’s day-to-day operations or any investment decisions. Nonetheless, there is potential for conflicts of interest. For example, the Minority Investor is substantially owned by a current investor in certain Platforms managed by SCG and CVA, and may invest in one or more of CVA’s other Funds or Platforms in the future. CVA would therefore have an incentive to provide more favorable terms to the Minority Investor and/or its beneficial owner than to other investors, or to manage a client’s investments in a manner beneficial to the Minority Investor or its beneficial owner, as a result of the Minority Investor’s investment in SCG.

MORE Residential: MORE Residential currently provides asset management and investment sourcing services for SMORE I and SMORE II. MORE Residential may source particular investment opportunities for SCG and its clients which may also be suitable for clients of CVA. Accordingly, a conflict of interest will exist between SCG and CVA, or their affiliates or clients, in the event both SCG and CVA pursue the same investment opportunity. Please also refer to “Competing Advisors” in “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.” Other: Certain employees of Stockbridge have family members and/or friends that are employed with, or are otherwise affiliated with, entities that provide services or engage in business transactions with Stockbridge and/or our clients. Examples of such relationships include entities that are our clients’ investors, joint venture partners, operating partners, real estate or securities brokers, consultants, lenders, and/or tenants in buildings owned by our clients. No discounts are afforded to employees of Stockbridge, or their family members, should they occupy a building owned by a client. Employees are required to report certain relationships to the Chief Compliance Officer for review of conflicts of interest. Future Clients: SCG (or an affiliate) establishes and will continue to establish funds and manage accounts which are not intended to but from time to time are likely to compete with one or more clients for acquisition or improvement of property investments to the extent they share similar investment objectives and policies. Accordingly, SCG will be required to balance these conflicts of interest in connection with the allocation of resources among, and the management, operation and sales activities of, such clients. Moreover, SCG is engaged by other investment managers who are involved in procuring property investments in competition with, or who may in the future compete with, one or more clients. Allocation of available investment opportunities between clients that compete for investments gives rise to conflicts of interest. For further information, please refer to the section on “Allocation of Investment Opportunities” in “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” below. SCG may give advice or take actions with respect to the investments of one or more client that may not be given or taken with respect to other clients with similar investment programs, objectives or strategies. As a result, clients with similar strategies will generally not hold the same investments or achieve the same performance. In addition, a client will not be able to invest through the same investment vehicles, or have access to similar credit or utilize similar investment strategies as another client. These differences often result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, SCG provides management and advisory services to multiple clients for a fee and are entitled to receive certain performance-related payments. A general partner’s carried interest or performance fee creates an incentive for such general partner to make more speculative investments for such client than it would otherwise make in the absence of such performance-based distributions. In addition, the method of calculating the carried interest may result in conflicts of interest between the advisory client’s general partner, on the one hand, and the investors, on the other hand, with respect to the management and disposition of investments. Lastly, SCG’s (and its affiliates’) professionals have conflicts in allocating time, services and resources between clients.

Conflict Identification and Mitigation: SCG is subject to various conflicts of interest in the ordinary course of our business. If any matter arises that SCG determines in good faith judgement constitutes an actual conflict of interest, SCG may take such actions as it determined in good faith may be necessary or appropriate to ameliorate the conflict. These actions may include, by way of example and without limitation:

Consideration of the conflict by Stockbridge’s Compliance, Risk & Conflicts Committee; Disclosure of the conflict to relevant clients or investors; Disposing of the asset giving rise to the conflict of interest; Excluding a conflicted party from any board or director or investment committee decision if SCG determines such exclusion is necessary; To the extent required by Governing Documents, consulting with (as applicable) the relevant Fund limited partner advisory committee or Platform board of directors regarding the conflict of interest, potentially obtaining a waiver of such conflict of interest; or Seeking the approval of investors, a Fund’s limited partner advisory committee, and/or a Platform’s board of directors with respect to conflicts of interest or approvals required under the Advisers Act, including Section 206(3) and/or the relevant Governing Documents.

To address potential conflicts, Stockbridge’s Code of Ethics (refer to “Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) outlines our core values and expectations of acceptable behavior, covers personal securities trading, inside information and information barriers, and gifts and entertainment among other matters. SCG has adopted supervisory procedures to monitor compliance with our policies, and has also adopted a Conflicts of Interest Policy. However, we cannot guarantee that our policies and procedures will detect and prevent, or result in the disclosure of, every situation in which a conflict may arise.

Personal Trading Code of Ethics We have adopted a code of ethics (the “Code of Ethics”) expressing SCG's commitment to ethical conduct. The Code of Ethics requires high standards of business conduct and compliance with applicable federal and state securities laws. The Code of Ethics emphasizes that no ”Access Person” shall prefer their own interests to those of our investment advisory clients, and prohibits the use of material non-public information. To supervise compliance with the Code of Ethics, we require, among other things, that Access Persons submit to the Chief Compliance Officer annual holdings reports and quarterly transaction reports of “reportable securities”. We also require prior approval before an Access Person directly or indirectly acquires beneficial ownership in any security in an initial public offering or in a limited offering. The Code of Ethics provides for sanctions against an Access Person when appropriate. Clients and prospective clients may obtain a copy of the Code of Ethics upon request by contacting the Chief Compliance Officer at dnewman@stockbridge.com or their designated relationship manager at SCG.

Participation or Interest in Client Transactions and Personal Trading

Prior to subscribing for interest in certain clients, including the Funds and Platforms, investors receive information relating to potential conflicts of interest between the activities of clients and the business activities of SCG, and its affiliates) or clients that may have a financial interest in the securities in which any client invests. Certain material conflicts of interest encountered by a client are discussed herein, although the discussion below does not necessarily describe all conflicts that may be faced by a client. Other conflicts may be disclosed throughout this brochure and as such, this brochure should be read in its entirety. For further disclosure of actual or potential conflicts of interest associated with investing in a client, investors and prospective investors should refer to the applicable client’s Governing Documents. As a general partner, limited partner, member, or managing member of the general partner of each of the Funds and Platforms (each, a “Pooled Vehicle” and collectively, “Pooled Vehicles”), or of any other entity established for the purpose of investment in any Pooled Vehicle, SCG and its related persons will have indirect beneficial interests in the investments owned by the Pooled Vehicles and may share in the profits and losses generated by the Pooled Vehicles’ investments. Moreover, while this generally does not happen in practice, in certain situations related persons of SCG could hold or purchase interests in the same portfolio investments held by one or more Pooled Vehicles. All such transactions are subject to compliance with the Code of Ethics (as described above) and the Governing Documents of the applicable Pooled Vehicles. Any Access Person who has or acquires ownership of an issuer through a private placement (excluding any indirect investment in an issuer via a direct or indirect interest in a Pooled Vehicle) must affirmatively disclose to and obtain pre-approval from the Chief Compliance Officer. SCG and/or certain related persons of SCG may, on rare occasions, directly or through one or more entities, sell securities in which they have a direct or indirect ownership interest to certain clients in connection with certain “warehousing” or investment transactions, provided that the sale is consistent with SCG’s fiduciary obligations to the client. Such transactions will be fully disclosed and the written consent of the appropriate client (which, in certain circumstances, may be provided by the applicable limited partner advisory committee or Platform board of directors) will be obtained prior to the consummation of any such transactions in accordance with Section 206(3) of the Advisers Act to the extent that such transactions constitute “principal transactions” under Section 206(3). Moreover, SCG may, in limited instances, cause a client to engage in “cross transactions” via the purchase or acquisition of a security from, or the sale or transfer of a security to, another client, provided that the transfer is consistent with SCG’s fiduciary obligations to each client participating in the cross transaction. While SCG endeavors at all times to act in the best interests of its clients, such transactions described above create a potential conflict of interest. For further information, please refer to the section below, “Other Actual and Potential Conflicts of Interest.” Funds and Platforms: Through the Fund or Platform general partners or other affiliated non-controlling investment entities (the “Investment Vehicles” and each, an “Investment Vehicle”), SCG owners, certain Stockbridge and MORE Residential professionals, and other investors that are not employees of Stockbridge, have made capital commitments to certain or all of the Funds and Platforms (or to clients invested in such Platforms; PSERS YES Investor, NLP Investor, U.S. Logistics and SFR Investor).

In addition to distributions associated with capital commitments made by the general partners or Investment Vehicles, certain general partners or Investment Vehicles are entitled to receive carried interest distributions. As such, SCG owners, certain Stockbridge and MORE Residential professionals, and other investors that are not employees of Stockbridge, participate in any carried interest distributions paid. Additionally, a client of CVA, Smart Markets Fund, L.P., a Delaware limited partnership (the “Smart Markets Fund”), holds an interest in Stockbridge NLP through an affiliated entity that invests the Smart Markets Fund in each of Stockbridge NLP and SCG Logistics. CVA Clients: Certain Stockbridge employees have invested their own capital as members of an Investment Vehicle that is invested in a limited partnership in which an SMA Client of CVA is the largest investor. CVA provides investment management services to that limited partnership and controls its general partner. Such Investment Vehicle (and, through it, the professionals who have invested therein) is entitled to receive distributions from the limited partnership in the same manner as the SMA Client. Certain Stockbridge employees have invested their own capital as members of Investment Vehicles that are invested in certain of CVA’s limited partnerships. CVA provides investment management services to these limited partnerships and controls the general partner of each limited partnership. The Investment Vehicles are entitled to receive distributions relating to their capital contributions, and are also entitled to carried interest distributions if earned. As such, certain Stockbridge employees may also participate in the carried interest distributions paid by these limited partnerships. SCG has not invested any capital in or is entitled to any carried interest distributions relating to, the aforementioned Investment Vehicles or general partners. Certain Stockbridge employees have invested their own capital to acquire partnership interests in the Smart Markets Fund. CVA provides investment management services to the Smart Markets Fund and controls its general partner. The investment professionals have the same rights as the other investors in the Smart Markets Fund. Stockbridge has not invested any capital in, nor is entitled to any carried interest distributions from, the Smart Markets Fund or its general partner. SMA Client Investment in the Funds: As SCG receives compensation for providing managerial services to the Funds and Platforms, we have a conflict of interest in potentially soliciting SMA Clients (or those of CVA) to invest in the Funds or Platforms. However, SMA Clients are under no obligation to participate in such investments, and we will disclose our affiliation with the Funds and Platforms to those SMA Clients who are solicited to invest. While SCG endeavors at all times to put the interest of SMA Clients first as part of our fiduciary duty, SMA Clients should be aware that the receipt of additional compensation itself creates a conflict of interest, and may affect our judgement when making such solicitations.

Other Actual and Potential Conflicts of Interest Competing Advisors: A conflict of interest will exist between SCG and CVA, or their affiliates or clients, should SCG and CVA pursue the same investment opportunity for one or more of their respective clients. While such circumstances are expected to be infrequent, Stockbridge has policies and

procedures in place to identify, document and address any potential or actual conflict that may from time to time arise as a result of such affiliation. Competing Investments: Conflicts of interest will exist to the extent that SCG, or an affiliate, manages real properties in the same geographic areas for multiple clients. In such a case, a conflict could arise in the leasing of properties in the event that properties were to compete for the same tenants in negotiating leases, or a conflict could arise in connection with the resale of properties in the event that different clients were to attempt to sell similar properties in the same market at the same time. Conflicts of interest are also likely to exist when properties in the same market seek to employ developers, contractors or building managers. Allocation of Investment Opportunities: In recognition of fiduciary duties required of investment advisers under the Advisers Act, SCG considers the need for written policies and procedures relating to the allocation of investment opportunities, and will consider the need for an investment allocation policy when it has multiple clients that compete for the same investment profile with capital commitments. Certain clients are also subject to investment allocation requirements pursuant to the Governing Documents of such clients. Allocation of Co-Investment Opportunities: SCG, or the applicable Fund or Platform, may offer coinvestment opportunities with respect to certain or all of a Fund or Platform’s investments. In the event that a co-investment opportunity is offered, such opportunities will be offered in accordance with the terms of the applicable Governing Documents. With respect to certain of the Funds or Platforms, certain of the investors may have priority rights (but not obligations) to participate in co-investment opportunities, subject to the terms and conditions of the applicable Governing Documents. If SCG and/or an affiliate determines that a Fund or Platform should commit to invest less than the amount offered to the Fund or Platform with respect to an investment opportunity or should decline an investment opportunity, SCG and/or an affiliate may present to any person (including affiliates of SCG or some or all of the investors in such Fund or Platform, as determined by SCG and/or an affiliate in its discretion, but subject to any applicable Governing Documents) all or any portion of such investment opportunity remaining after taking into account the investment, if any, by the Fund or Platform. In addition, SCG and/or an affiliate may determine in its sole discretion to make available to any such person the right to co-invest in a particular investment by purchasing an interest in such investment from the Fund or Platform or its affiliate after the Fund or Platform or such affiliate has acquired the investment. The decision to allocate a particular investment between a Fund or Platform and other affiliates of SCG involve conflicts of interest. Funds and Platforms also from time to time offer co-investment opportunities to certain investors with whom SCG has significant and/or strategic relationships and not to other investors, which also presents certain conflicts of interest. Additional potential conflicts of interest from time to time arise after a Fund or Platform and other affiliates have made their respective investments, including where the investment objectives, expected exit timing or financial resources of a co-investing entity differs substantially from those of the applicable Fund or Platform. As discussed below under “Client Expenses” and subject to the terms and conditions of the applicable Governing Documents, in connection with a co-investment, SCG and/or an affiliate will determine, in their discretion, the appropriate allocation of investment-related expenses, including broken deal

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As our clients invest principally in real estate assets, we are rarely required to select or recommend broker-dealers for client securities transactions. In circumstances where securities brokers or dealers are required, we will endeavor to select those brokers or dealers that will provide the best services at the lowest commission rates possible. The reasonableness of commissions is based on the broker's ability to provide professional services, competitive commission rates, research and other services that will help us in providing investment management services to clients. We may therefore use the broker who provides useful research and securities transaction services even though a lower commission may be charged by a broker who offers no research services and minimal securities transaction assistance. With respect to the purchase or sale of securities for client accounts, we do not aggregate the purchase or sale of securities for our clients as each client holds distinct investments that are consistent with its investment objectives. Research services may be useful in servicing all of our clients, and not all of such research may be useful for the account for which the particular transaction was effected.

At such time that SCG directly or indirectly compensates any affiliate or non-affiliate for client referrals, compensation and disclosures will be in accordance with the relevant rule under the Advisers Act and any other applicable regulations. SCG (or its affiliates) employ the services of a placement agent to solicit prospective investors for interests in certain clients, including the Funds. Placement agents are external consultants who specialize in sourcing investors to invest in private placements or companies issuing securities, and typically charge a fee based on the percent of the funds they raise plus reimbursement of certain outof-pocket expenses. With respect to prospective investors in the Funds and Platforms, placement fees and expenses will typically be paid by the applicable Fund or Platform and then deducted from management fees payable by the Fund or Platform. With respect to SMA Clients, placement fees will typically be paid by us directly, unless otherwise negotiated between the SMA Client and us. The receipt of compensation by the placement agents creates a potential conflict of interest and may affect the judgement of placement agents when referring potential investors to the Funds and Platforms. In 2018, SCG and the general partner of YBI Fund entered into Services Agreements with subsidiaries of a former owner for assistance with investor relations and marketing activities relating to YBI Fund (the “Marketers”). Any fees associated with the Services Agreements are borne by SCG and/or the general partner of YBI Fund. Currently, there is no marketing activity or solicitation being conducted by the Marketers on behalf of SCG or the general partner of YBI Fund. No party (other than our clients) provides an economic benefit to us for providing investment advice or other advisory services to our clients.

SCG, including any of its management persons, has not been subject to any material legal or disciplinary events required to be disclosed in this brochure.

Review of Client Accounts: The underlying investments of clients are regularly monitored and reviewed by the respective portfolio management and asset management teams. Portfolio management reviews client accounts with respect to a client’s investment objectives, guidelines, and limitations. All investments are subject to an annual capital and operating budget process, and financial results for investments are reviewed generally on a monthly, quarterly and annual basis. Further, asset valuations are reviewed regularly, with write-ups or write-downs taken pursuant to GAAP accounting procedures (though in the case of SMA Clients, the valuation cycle is determined by the client). SCG investment professionals visit properties generally at least once each calendar year (or, in the case of portfolios containing a large number of smaller properties, a selection thereof). Larger properties, as well as those undergoing renovation, development or redevelopment, are typically visited on a more frequent basis. In the case of SMA Clients, our professionals visit properties in a cadence outlined in the applicable Governing Documents. Client Reports: For the Funds and Platforms, we furnish quarterly unaudited financial statements (including a balance sheet, income statement, and statement of cash flow) to such investors. With respect to YES Communities, these statements are furnished to YES Communities investors by the operating partner. We furnish annual audited financial statements (including a balance sheet, income statement, and statement of cash flow) to investors of the Funds and Platforms (and any client invested in a Platform). With respect to YES Communities, the annual audited financial statements are also furnished to YES Communities’ investors by the operating partner. On a quarterly and annual basis, Fund and Platform investors are provided with a summary of applicable activities, including all

acquisitions and dispositions. With respect to YES Communities, we assist the operating partner in the preparation of detailed monthly and quarterly reports that are furnished to YES Communities investors. Generally, we provide SMA Clients with written quarterly and annual reports summarizing account performance, balances and holdings and any additional reports as specified and contracted for with an SMA Client in the applicable SMA advisory agreement.

We provide quarterly unaudited financial statements both to SMA Clients and to investors in the Funds and Platforms. The Funds, Platforms, PSERS YES Investor, NLP Investor and U.S. Logistics are subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements are prepared in accordance with generally accepted accounting principles and distributed to investors within 120 days of the fiscal year end. Additionally, client cash balances and working capital may be invested in bank deposits, money market funds or similar cash-equivalent instruments with qualified custodians and such qualified custodians, to the extent required, will send periodic statements directly to our clients (including, in the case of SMA Clients, to the specific legal entities created to hold the investments in the SMA). To the extent they receive such information, SMA Clients are urged to

carefully review and compare the statements they receive from qualified custodians, as applicable, with those they receive from us.

Funds: The general partner of certain of the Funds has discretion to determine the respective Fund’s portfolio composition and which investments are to be bought or sold (as in the case of the Opportunity Funds), and have the discretion to acquire, hold, develop, reinvest in, manage and ultimately dispose of Fund investments. The investment discretion of the general partners, if granted, is provided in, and subject to the terms and conditions set forth in, in the relevant Governing Documents. Platforms: Platform Governing Documents outline the level of authority and/or discretion provided to SCG and CVA. Each Platform has a board of directors which includes both SCG personnel and unaffiliated investor personnel, and is ultimately responsible for the governance of the Platform, including the approval of annual budgets, acquisitions and dispositions amongst other matters. SMAs: SMA advisory agreements may provide investment discretion to us to determine the portfolio composition of such SMA, and which investments are to be bought or sold. Such discretion may include various limitations, including the size of the assets to be acquired or sold, the property type, location or other features of such assets and/or the amount and terms of indebtedness that may be placed on such assets. In all cases, we require that SMA Clients granting us discretionary authority do so in writing. Further, to the extent that any SMA Client wishes to impose limitations on our discretionary authority, we will request that such limitations be included in the written authority statement. If an SMA Client wishes to amend or change our discretionary authority, we will request that such amendment or change also be in writing.

As our clients invest principally in real estate assets, we are rarely required to vote client securities in a proxy process. However, if we are required to vote proxies on behalf of any client, we will do so in the interest of maximizing value for the client and (as applicable) its investors. To that end, we will endeavor to vote proxies in the manner that we determine in good faith will be the most likely to cause the investments of such client to increase the most or decline the least in value. Consideration will be given to both the short and long-term implications of the proposal to be voted on when considering the optimal vote. We will also be responsible for voting the proxies in the best interest of the relevant client (and its investors, as applicable) and submitting the proxies promptly and properly. SCG does not accept direction from any Fund or Platform investor with respect to proxy voting. To the extent that SCG determines a material conflict of interest exists, the applicable client’s portfolio manager will determine in consideration with Stockbridge’s Compliance, Risk & Conflicts Committee whether it is appropriate to disclose the conflict to the affected clients, or to address the voting issue through other appropriate means such as receiving an independent third-party voting recommendation. SMA Clients may elect to delegate their proxy voting authority to us. Alternatively, SMA Clients may choose to receive proxies related to their SMAs, in which case we will consult with clients with respect

to such proxies as requested. When SCG has discretion to vote proxies of an SMA Client, we will vote those proxies in the manner we believe to be in the best interests of such SMA Client and in accordance with our established policies and procedures. SCG may accept direction from an SMA Client with respect to proxy voting even if SCG has discretion to vote proxies of such SMA Client. With respect to ERISA accounts of SMA Clients, we will vote proxies unless the plan documents specifically reserve the plan sponsor's right to vote proxies. SMA Clients and investors may obtain a copy of our complete proxy voting policies and procedures by contacting the Chief Compliance Officer using the contact information on the cover page of this brochure. Clients and investors may also request, in writing, information on how proxies were voted.

SCG does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. SCG is not aware of any financial condition that is reasonably likely to impair its ability to meet the contractual commitments to its clients. SCG has not been the subject to a bankruptcy petition at any time during the past 10 years.