ClearLight Partners Management LLC

ITEM 5 - FEES AND COMPENSATION
 While fee structures may vary depending on the type of private fund managed, the typical fee structure
 for the private equity funds that ClearLight manages consist of: (1) management fees, which are based
 on a percentage of the applicable fund assets; (2) carried interest, which is a performance-based fee;
 and (3) due diligence fees, which are one-time upfront fees. Additionally, we charge certain expenses
 (“organizational” and “ongoing”) to the Funds (this is fully described in each fund’s Operating
 Agreement).

 ClearLight is authorized under the Operating Agreement to charge and deduct advisory fees directly
 from the Funds. ClearLight’s management fees are accrued and are payable quarterly in advance based
 on the total capital commitments initially and, after the investment period, the fees are calculated as a
 percentage of invested capital.

 ClearLight may charge the underlying portfolio company(ies) due diligence fees for work undertaken as
 part of completing a fund transaction. Such fees include, but are not limited to, break-up, topping,
 monitoring, or similar due diligence fees (“Portfolio Company Fees”). The terms of such due diligence
 fees vary depending on each situation; however, they are generally agreed to in advance when the fund
 is established. ClearLight charges the underlying portfolio company(ies) an ongoing management fee for
 the advisory services provided to the portfolio company(ies). This management fee is negotiable with
 the portfolio company.

 ClearLight’s management fees will be equal annually to the lesser of (a) ClearLight’s annual operating
 expenses (the “Operating Expenses”) and (b) 2.00% during the investment period and thereafter 1.25%
 of the aggregate capital commitments of all of the fund members based on the initial available capital.
 To the extent the Operating Expenses in any one year are less than either 2.00% or 1.25% of each Fund’s
 initial available capital, the difference will be carried forward and available in future years to the extent
 required to defray Operating Expenses.

 ClearLight will reduce its management fees that the Funds pay by an amount equal to 50% of any
 Portfolio Company Fees paid by portfolio companies to ClearLight’s Managing Member during such
 quarter. The Funds may bear additional fees and expenses, which are outlined in the Funds’ Operating
 Agreement.

 Termination
 Generally, the private investment funds may not be terminated prior to the dissolution of the Funds.
 However, there may be exceptions outlined in Operating Agreement for each Fund.

ITEM 7 - TYPES OF CLIENTS
 ClearLight provides investment advisory services solely to private equity funds organized primarily for a
 single foreign public company. The Funds are not accepting new investors.