Clearlake Capital Group LP

ITEM 5        FEES AND COMPENSATION

Compensation and Fee Schedules

          Clearlake (or the applicable investment advisory entity, as described above) is compensated for its investment
advisory services by each of the Funds through the payment of a management fee pursuant to each Fund’s
Management Agreement and Fund Agreement (each as defined below). Management Fees are generally in the range
of 0.5-1.5 percent per annum of capital commitments, actively invested capital, net asset value or net invested amounts
of the applicable private credit Fund and 1-2 percent per annum for all other Funds (collectively, the “Management
Fees”). The advisory relationship between each Client and the relevant Clearlake investment advisory entity is
governed by their respective collateral management or investment management agreement (collectively, the
“Management Agreements”). Management Agreements are generally negotiated among related parties and, as such,
their terms, including the fees payable to Clearlake and expenses reimbursable by the Funds, may not be as favorable
to the Clients as if they had been negotiated with an unaffiliated, unrelated third party. The management fee, carried
interest, offset provisions, and stepdown terms described herein generally pertain to select funds of Clearlake. Terms
may vary across different funds and investment vehicles, and investors should review the relevant fund documents for
precise details. These Management Fees are typically charged quarterly in advance and are paid directly from the
Funds’ assets. Management Fees are payable quarterly in advance and are pro-rated for any period that is less than a
full three-month period. As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors.

         CCAM charges Management Fees at an annual rate of up to approximately 0.50% of the defined asset value
calculated for each CLO for which it provides investment advisory services. Such Management Fees are generally
structured with a portion of such fee payable as a senior Management Fee and a portion payable as a subordinated
Management Fee. Management Fees are typically payable quarterly in arrears and are dependent in part on certain
cash distribution constraints set forth in the constituent documents for each CLO.

          The majority of the Funds have a fixed investment time horizon (each a “Closed End Fund(s)”). Closed End
Funds are generally subject to a carried interest of between 7.5% to 25% of profits payable to the general partner of a
Closed End Fund (the “Carried Interest”) after a return of all capital contributions and a preferred return (at a rate
specified in the relevant Fund’s governing documents) thereon to the investors in such Closed End Fund, though the
general partner of certain Funds may take an advance of a portion of the carried interest to which it is entitled pursuant
to the applicable Fund Agreement (as defined below). Each of Clearlake Opportunities Partners (E), L.P. and Clearlake
Capital Partners (E-C), L.P. (collectively with its respective related parallel and feeder funds, the “Evergreen Fund”)
is subject to an incentive allocation of 20% of the aggregate realized and unrealized net capital appreciation and profits,
generally calculated on an annual (or potentially longer) basis and at other times, such as when withdrawals and/or

    Regulatory assets under management is calculated as of December 31, 2025 as adjusted for material transactions,
    commitments and distributions through March 31, 2026.

  Combined assets under management is calculated as of March 31, 2026.

distributions are made from the Evergreen Fund, payable to the general partner of the Evergreen Fund (the “Incentive
Allocation”) after a 6% preferred return has been achieved (on a realized or unrealized basis) with respect to the capital
account of an investor in the Evergreen Fund. The Carried Interest and the Incentive Allocation are separate and
distinct from the Management Fees paid to Clearlake for advisory services.

         CCAM is also permitted to receive performance fees, carried interest, or other incentive compensation from
the CLOs. Such performance fees generally constitute an amount of up to 20% of the CLO’s excess cash flow in
excess of the relevant preferred return or hurdle rate for each CLO.

          The Management Fee and Carried Interest (or Incentive Allocation, as applicable) for any Fund are negotiated
with such Fund’s investors during the fundraising period of the applicable Fund. The Management Fees, Carried
Interest and Incentive Allocations may be, and typically are, waived or reduced at the discretion of Clearlake for
certain investors (including Dyal, Petershill and affiliates, investors in Clearlake Flagship Plus Partners, L.P.
(collectively with its parallel, mini-master, master funds and alternative investment vehicles, the “Plus Fund”) who
had previously invested with Clearlake, and partners and personnel of Clearlake). Clearlake does not receive
Management Fees, Carried Interest or Incentive Allocations for its services from the Co-Investment Funds.

          One or more of the Clients or its general partner enters into letter agreements with certain investors whereby
in consideration for agreeing to invest certain amounts in such Client and other considerations deemed material to
such Client, such investors may be granted rights, benefits and privileges that are not otherwise afforded to other
investors, including, without limitation, the right to receive reports from such Client on a more frequent basis or to
receive reports that include information not provided to other investors, the right to pay a reduced (or bear no) Carried
Interest, Incentive Allocation and/or Management Fee, the right to receive a share of the Carried Interest, Incentive
Allocation and/or Management Fees earned by such Client’s general partner and/or manager, and such other rights as
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ITEM 7        TYPES OF CLIENTS

Types of Clients and Investment Vehicles

          Clearlake provides investment advisory services to privately-offered pooled investment vehicles, including
the Funds and the Co-Investment Funds, senior and subordinated debt investment vehicles, CLOs, Institutional
Accounts and investment sub-advisory services to the investment adviser of an insurance dedicated fund as well as
the RIC. Clearlake’s private equity control strategy funds are referred to in this Brochure as “CCP Funds” and its non-
control strategy funds as “Opportunities Funds.” Furthermore, in connection with Clearlake’s 2025 acquisition of an
offshore investment adviser, Clearlake provides investment advisory services to certain privately offered pooled
investment vehicles that are not deemed “private funds” under the Advisers Act. The investors in the Clients generally
include corporations, endowments, foundations, trusts, estates, private investment funds, individuals, governmental
entities and corporate and governmental pension and profit-sharing plans.

         Interests in the Clients are offered pursuant to the exemptions from registration under the Securities Act of
1933, as amended (the “Securities Act”) and the Clients (other than the RIC) are exempt from registration as
investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Accordingly, interests in the Clients are offered only to persons who are “accredited investors” (as defined in
Regulation D under the Securities Act) or to persons who are otherwise permitted to invest under applicable securities
laws. Additionally, with respect to each Client, either (i) all of the investors in the Client are required to be “qualified
purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or a “non-U.S. person,”
as defined under Rule 902 under the Securities Act or (ii) the Client will be permitted to be beneficially owned by no
more than 99 persons.

Minimum Investment Requirements

          In general, the minimum capital commitment required of an investor to participate in a Fund is $10,000,000;
however, the general partner of each Client reserves the right to reduce the minimum capital commitment, as well as
accept capital commitments of lesser amounts, in its sole discretion. Investors are requested to refer to the Fund
Agreements and offering documents of each Client for complete information on minimum investment requirements
for participation in such Client.