Corsair Capital LLC

Item 5. Fees and Compensation

   A. As compensation for its services, the Investment Managers typically receive a Management Fee from
       the Funds (“Management Fee”). Management Fees are typically payable quarterly in advance, on a
       pro rata basis for any period that is less than a full quarter period, except that CIP receives
       Management Fees from certain of the Infrastructure Funds semi-annually in advance. Generally,
       during a Fund’s commitment period, the Management Fee payable to any Investment Manager is
       based upon the aggregate capital commitments of the Fund’s limited partners. Following that
       commitment period, the Management Fee is generally based on invested capital. The terms of the
       Management Fee payable to the Investment Managers may vary among the Funds and typically
       ranges from 0.15% to 2.0% per annum during and after the commitment periods of the Funds.

        While it is the Adviser’s policy that its fees are not negotiable, the Adviser has and will, in certain
        circumstances, waive, rebate or calculate differently the Management Fees at the sole discretion of
        the Adviser. Management Fees will often differ among Funds, as well as among investors in the
        same Fund. In particular, certain affiliates, employees, advisors, operating partners or family
        members of the Adviser that are investors in the Fund do not pay Management Fees. In addition, for
        certain Funds, current or former senior executives of a portfolio company of any other investment
        vehicle sponsored by the Adviser are entitled to receive discounted or waived Management Fees.

       In lieu of or in addition to the annual Management Fees, the Investment Managers or an affiliate
       thereof will, in certain circumstances, receive a one-time funding fee as consideration for identifying
       investment opportunities and managing the investments of certain of the Buyout Funds, in particular
       Buyout Funds that are targeting an investment in a specific identified investment. Generally, the one-
       time funding fee is up to 3.0% of any amount drawn down by such Buyout Fund for the making of
       investments.

       The fee structures above will be modified from time to time.

   B. The Adviser charges Clients or may borrow from a leverage facility on a quarterly or semi-annual
       basis in advance for Management Fees by drawdowns from investors or by withholding distributions
       that would otherwise be distributable to the investors.

   C. Each of the Adviser’s Funds will typically bear offering and organizational expenses up to an amount
       specified in each of the Funds’ governing documents. Organizational expenses in excess of such
       amounts will be borne by the respective Fund but will be subject to a 100% offset against the
       Management Fee.

        The Adviser and its affiliates are entitled to receive (i) cash and non-cash commitment, monitoring,
        organizational, set-up, advisory, investment banking, underwriting, syndication and other similar
        fees in connection with the purchase, monitoring or disposition of investments, including warrants,
        options, derivatives and other rights in respect of securities owned by the Funds, (ii) break-up,
        topping, termination and other similar fees payable in connection with unconsummated transactions
        by the Funds net of out-of-pocket expenses incurred by the Adviser or its affiliates in connection

with the transactions out of which such fees arose, including any value-added, sales or similar taxes
applicable to such fees, and (iii) cash and non-cash directors’ fees, including warrants, options,
derivatives and other rights in respect of securities owned by the Funds, in each case, net of out-of-
pocket expenses incurred by the Adviser or its affiliates in connection with the transactions out of
which such fees arose, including any value-added, sales or similar taxes applicable to such fees
(collectively, “Transaction Fees”). Certain fees received by the Adviser or its affiliates may be
retained and are not considered Transaction Fees and are therefore not subject to Management Fee
offset, including (i) certain fees paid to Corsair’s broker-dealer, (ii) amounts received from co-
investors and amounts received by operating partners of Corsair, (iii) certain consulting fees paid to
certain affiliates of Corsair, (iv) any stock options or other compensation granted or paid by portfolio
companies of the Funds to employees of the Adviser or its affiliates who serve in a bona fide, non-
director management capacity at any such portfolio company or (v) amounts that are eligible to be
treated as Fund expenses for which the Adviser and/or an affiliate thereof is reimbursed.

The amount of such Transaction Fees is subject to an offset against the Management Fee ranging
from 80% to 100% depending upon the Buyout Funds and 100% offset against the Management Fee
with respect to the Infrastructure Funds in accordance with relevant governing documents of the
Funds. The offset against Management Fees for a particular Fund does not include Transaction Fees
that are (i) paid to the Adviser or any of its affiliates by a portfolio company in which another Fund
has an interest, (ii) paid to the Adviser or any of its affiliates (including, without limitation, Corsair’s
broker-dealer affiliate) by any third party in connection with an investment in or disposition of
securities of, or any other transactions with, any portfolio company, (iii) applied in whole or in part
to offset Management Fees payable by investors in such other Fund and (iv) such other exceptions
specifically included in the particular operative document.

Additionally, each of the Adviser’s Funds typically will bear expenses including, without limitation,
(i) all legal, accounting, filing and other expenses incurred in connection with organizing and
...

Item 7. Types of Clients

       The Adviser provides investment advisory services to pooled investment vehicles and separately
       managed accounts through certain of its Advisory Affiliates. In general, the minimum initial
       investment commitment in a Buyout Fund is $10 million, which may be reduced or waived at the
       discretion of a General Partner.