Citation Capital Management LLC

Item 5 – Fees and Compensation

Citation and its affiliates receive fees and compensation in exchange for advisory services
provided to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio
companies of the Funds and reimbursements from portfolio companies for certain expenses
advanced on their behalf. The following is a general description of fees, compensation and
expenses of the Funds. Limited partners should refer to the Governing Documents of the
applicable Fund for a complete understanding of how Citation is compensated for its
advisory services; the information contained herein is a summary only and is qualified in its
entirety by such documents.

Management Fees

Citation charges each Fund a management fee (the “Management Fee”), generally 2% per
annum of non-affiliated limited partners’ commitments. Specifically, Management Fees are
initially charged at 2% of each non-affiliated limited partner’s committed capital for the
period of time during which each Fund is making investments; thereafter, the Management
Fee is equal to 2% of each non-affiliated limited partner’s invested capital with respect to
investments that have not been disposed of or completely written-off for U.S. federal income
tax purposes.   The amount of Management Fees generally does not correspond with
fluctuations in the net asset value of individual investments, aggregate investments in a
portfolio company or of a Fund, including following the stepdown date, and will not be
reduced in connection with any write downs, except in the case of investments that are
completely written-off for U.S. federal income tax purposes. Except where the Governing
Documents expressly provide to the contrary, Management Fees will generally not be

reduced (in whole or in part) in the case of partial distributions (e.g., those resulting from a
dividend recapitalization), partial sales, reorganizations, roll-over investments or similar
transactions, 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 such Fund’s
investment or ownership percentage in a portfolio company has been reduced as a result of
such transaction. Management Fees generally will not be reimbursed or refunded under the
Governing Documents in the event of realizations, dispositions or partial write-downs that
occur partway through the relevant calculation period. Further, where there has been a
partial disposition or permanent write-down of a Fund’s investment and the fair market
value of the investment following such event exceeds the total amount of the Fund’s
investment contributions relating to the investment, the Governing Documents do not
require Management Fees after the stepdown date to be reduced. In most circumstances,
the post step-down Management Fee base will include capitalized transaction-specific fees
and expenses of unrealized investments, including transaction fees charged by Citation in
connection with the investment.

Assessed quarterly in advance, Management Fees are collected through a capital call,
through a draw-down on a Fund’s line of credit or offset against a distribution to limited
partners. All Management Fees are negotiated with limited partners during the fundraising
period of the applicable Fund and are not subject to negotiation thereafter. Generally,
limited partners participating in a subsequent closing after the initial closing of a Fund are
responsible for paying the Management Fee as of the management fee commencement date
of such Fund, plus interest, as applicable.

Citation and its affiliates are permitted, in their sole discretion, to reduce or waive all or a
portion of the Management Fee for certain limited partners. Management Fees can differ
from one Fund to another as well as among limited partners in the same Fund. Management
Fees are waived for Citation employees, affiliates and Senior Advisors (although in each case,
these limited partners pay their pro rata share of certain Fund expenses).

As per the provisions of the Governing Documents, Citation or an affiliate thereof is
permitted to waive or reduce all or a portion of the Management Fee payable by a Fund in
partial satisfaction of any obligation of a General Partner and certain employees and
affiliates to invest in and alongside such Fund. Certain waived portions of the Management
Fee will be treated by the Governing Documents as deemed capital contributions by the
applicable General Partner, which will effectively be invested in the relevant Fund on such
General Partner’s behalf and will operate to reduce the amount of capital such General
Partner would otherwise be required to contribute to the Fund. Limited partner capital

contributions are generally accelerated due to waived or reduced Management Fees. To the
extent the aggregate amount of such capital contributions by the limited partners, when
combined with anticipated Management Fee offsets (as described below), exceeds the
amount of Management Fees of a Fund waived by the applicable General Partner at the final
distribution of such Fund’s assets, the Governing Documents generally require such excess
amounts to be refunded to the limited partners to the extent such limited partners have
elected to receive such excess amounts. Additionally, to the extent that the distributions
received by the applicable General Partner with respect to such deemed capital
contributions exceed certain amounts set forth in the applicable limited partnership
agreement, such General Partner generally will be required to return such excess
distributions to the limited partners of such Fund.

Management Fees are expected to be reduced by, as applicable: (i) the amount of fees paid
by a Fund to entities or persons acting as a placement agent in connection with the offer and
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Item 7 – Types of Clients

Citation provides investment advice to its Funds, which are exempt from registration under
the Investment Company Act. The Funds limit their limited partners to: (i) “accredited
investors” as defined in the Securities Act of 1933 and the rules and regulations promulgated
thereunder, and (ii) “qualified purchasers” or “knowledgeable employees,” each as defined
in the Investment Company Act, or (iii) if applicable, “qualified clients,” as defined in the
Advisers Act. Limited partners in the Funds must also meet certain other suitability
qualifications prior to making an investment in a Fund. The Funds typically require capital

commitments from each limited partner of at least $25 million, although a General Partner
is authorized to accept lesser amounts of individual commitments in its sole discretion.