Court Square Capital Management LP

ITEM 5. FEES AND COMPENSATION

        In general, Court Square Capital receives an asset-based “Management Fee” (as defined
in each Fund’s Governing Documents) in connection with the advisory services it provides to the
Funds. Court Square Capital or other Court Square entities or affiliates receive additional
compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation will offset in whole or in part the
Management Fee otherwise payable to Court Square Capital or its affiliates. Limited Partners in
the Funds also bear certain fund expenses. In addition, Court Square Capital is permitted to receive
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds.

Management Fees

Fund II

          Effective July 1, 2019, Fund II GP ceased charging a management fee.

Fund III

         Certain Governing Documents permit Court Square Capital to waive the Management Fee
for certain investors or investment vehicles. Other than such investors or investment vehicles that
have received a waiver, Fund III pays a Management Fee equal to 1.50% of the aggregate
commitments of the Class A Limited Partners for the period beginning on the Effective Date (as
defined in the applicable Fund III Fund Agreement) and ending upon the earlier of (i) the date on
which the commitment period of Fund III expires or is termed and (ii) the date on which the
operation of a new equity fund with primary investment objectives substantially similar to Fund
III is commenced. Capital Calls are sent to appropriate Limited Partners when the Management

Fee is due. The Management Fee is payable in advance on a quarterly basis due January 1, April 1,
July 1, and October 1.

        Effective upon the earlier of (i) the date on which the commitment period of Fund III
expires or is terminated and (ii) the date on which the operation of a new equity fund with primary
investment objectives substantially similar to Fund III is commenced, the Management Fee will
be reduced to 1.00% per annum of the net amount of (A) the aggregate amount of investment
contributions of the Class A Limited Partners, less (B) the aggregate amount of distributions
returned in respect of such investment contributions to the Class A Limited Partners, less (C) the
aggregate amount of investment contributions of the Class A Limited Partners used to fund
investments that have been completely written-off, but only to the extent such written-off amount
has not been returned to the Class A Limited Partners, less (D) the aggregate amount of investment
contributions of the Class A Limited Partners used to fund investments that have been permanently
written down, but only to the extent such written-down amount has not been returned to the Class
A Limited Partners, in each case, determined as of the first day of the period with respect to which
a determination is being made; provided, that distributions made to the Class A Limited Partners
with respect to proceeds from investments in a portfolio company shall be treated as having been
distributed for purposes of clause (B) only to the extent the aggregate fair market value of all
remaining investments in such portfolio company is less than the aggregate investment
contributions with respect to all existing and former investments in such portfolio company, as
determined on the first day of the period with respect to which a determination is being made.

        With respect to Onshore III only, the Management Fee shall be reduced, over the life of
Onshore III, by $15,000,000 (the “Fund III Fee Reduction Amount”). In addition, the
Management Fee payable on each Management Fee due date shall be reduced by an amount (each,
a “Fund III Periodic Reduction Amount”) equal to the least of (A) the portion of the Fee
Reduction Amount that Manager III has elected to apply to reduce the Management Fee otherwise
payable on such Management Fee due date, (B) the amount that would be payable to Manager III
on such Management Fee due date without giving effect to any such reductions, waivers or offsets
and (C) the excess, if any, of (i) the Fund III Fee Reduction Amount over (ii) the aggregate Fund
III Periodic Reduction Amounts as of such date.

      As of July 1, 2018, the Management Fee reduction to 1.00% per annum, as described above,
became effective.

        The Management Fee payable on any Management Fee due date was further reduced by
$18,778,000 (the “Fund III Waived Fee Amount”) equal to the lesser of (i) the amount of the
Management Fee that Manager III has irrevocably elected to waive with respect to such
Management Fee due date and (ii) the amount that would otherwise be payable to Manager III on
or with respect to such Management Fee due date (after giving effect to any Fund III Period
Reduction Amount but without giving effect to the Fund III Offset Amount (defined below) or the
Fund III Waived Fee Amount). Any Fund III Periodic Reduction Amount and any Fund III Waived
Fee Amount shall reduce later capital contributions of Manager III, in its capacity as a limited
partner of Fund III, to Fund III and correspondingly increase later capital contributions of the other
limited partners of Fund III. Fund III Management Fees are subject to agreed-upon fee waivers.

        Manager III will apply the Class A Limited Partners’ Share of (i) any placement agent fees
and expenses paid by Fund III, (ii) any organizational expenses (other than placement agent fees
and expenses) in excess of $3,000,000 paid by Fund III, and (iii) 100% of any Portfolio Company
Fees (the aggregate amount of clauses (i), (ii) and (iii), the “Fund III Offset Amount”) to reduce
the Management Fee for the quarterly period succeeding the quarterly period in which such
placement agent fee or such organizational expense was paid by Fund III or such Portfolio
...

ITEM 7. TYPES OF CLIENTS

         Court Square Capital provides investment advice solely to its Private Investment Fund
clients, including the Funds, and references throughout this Brochure to “clients” and to Court
Square Capital’s related duties to and practices on behalf of its clients and/or investors should be
construed accordingly. Private Investment Funds generally include investment partnerships or
other investment entities formed under U.S. or non-U.S. laws and operated as exempt investment
pools under the Investment Company Act of 1940, as amended. The investors participating in
Private Investment Funds include individuals, banks or thrift institutions, other investment entities,
university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans,
trusts, estates or charitable organizations or other corporations or business entities and include,
directly or indirectly, Managing Partners or other personnel of Court Square Capital and its
affiliates and members of their families or other service providers, as well as executives of portfolio
companies. Each of Fund II, Fund III, Fund IV, and Playcore is closed to additional investors.