CSL Capital Management LP

Item 5. Fees and Compensation

As compensation for investment supervisory services rendered to the Funds, the Adviser receives from each such
Fund an advisory fee (each, an “Advisory Fee”). Advisory Fees paid by a Fund are indirectly borne by investors in
such Fund.

In addition, and from time to time, the Adviser and its affiliates perform services (“Related Services”) for, and receive
fees from, actual or prospective portfolio companies or other investment vehicles of the Funds (“Transaction Fees”).
Generally, under the terms of the applicable organizational documents, these Transaction Fees will reduce the amount
of Advisory Fees paid by the applicable Fund in connection with the receipt of such fees. The amount and manner of
such reduction is set forth in the Advisory Agreement and/or organizational documents of the applicable Fund, or, with
respect to a co-investment vehicle, may be negotiated directly with an investor via a side letter. Additionally, a
portfolio company will reimburse the Adviser for expenses (including without limitation reasonable travel expenses,
meals and entertainment expenses) incurred by the Adviser in connection with its performance of services for such
portfolio company; such reimbursed expenses are generally not included in the definition of “Transaction Fees” under
the terms of the applicable organizational documents, and such reimbursements are not subject to the Advisory Fee
reduction described above. For a discussion of material conflicts of interest created by the receipt of such fees and
reimbursements, please see Item 11 below.

The Adviser and its affiliates also engage and retain senior advisors, advisers, operating partners, consultants, energy
council members and other similar professionals who are not employees of the Adviser and who may, from time to
time, receive payments from, or allocations with respect to, portfolio companies and/or other entities. In such
circumstances, such amounts will not be deemed paid to or received by the Adviser and its affiliates and such amounts
will not be subject to the Advisory Fee reduction described above. Certain of the Adviser’s employees are retained at
the sole discretion of the portfolio companies to perform services for the portfolio companies, such as legal services.
The portfolio companies will pay for these services at rates which the Adviser believes are below the market rates for
comparable services, rates are reviewed and confirmed annually. These arrangements are also described in the offering
documents for the funds and are approved by committees of investors in the respective funds. The Adviser will offset
any compensation that its employees receive for providing these services to the portfolio companies against any
compensation that it pays to its employees.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the
Adviser, as modified by negotiations with investors in the applicable Fund, and are set forth in such Fund’s Advisory
Agreement, organizational documents and/or other documentation received by each investor prior to investment in
such Fund. The Advisory Fees and other fees and distributions described above are generally subject to waiver or
reduction by the Adviser in its sole discretion for employees. The fee structures described above may be
modified from time to time. Fees may differ from one Fund to another, as well as among investors in the same Fund.
Advisory Fees billed to and received from the Funds are payable quarterly in advance.

Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally returned on a
prorated basis.

To the extent provided in the Advisory Agreements and the partnership agreements and other organizational
documents of the Funds, the Adviser will pay out of Advisory Fees compensation to its professional staff (other than
Carried Interest described in Item 6 below) and the cost of office space, office equipment, communications, utilities,
fees paid to person acting as placement agents in connection with the offer and sale of interest in such Fund, fees
incurred by the Adviser in connection with the organization of such Fund that exceed a limit specified in such Fund’s
limited partnership agreement or analogous documents and other routine administrative expenses relating to the
services and facilities provided by the Adviser to the Funds.

Consistent with the partnership agreements or other organizational documents of the Funds, each Fund will bear all
other expenses relating to its own operations and will pay, or reimburse the General Partner or its affiliates, for all
other fees, costs, expenses, liabilities and obligations relating to the Funds’ and/or its subsidiaries’ activities, business,
portfolio companies or actual or potential investments, including with respect to any person formed to effect the
acquisition and/or holding of a portfolio company (to the extent not borne or reimbursed by a portfolio company or
potential portfolio company). Investors in the Funds should carefully review the applicable Fund’s governing
documents to understand which expenses will be borne by such Fund. In certain cases, a co-investment vehicle may
be formed in connection with the consummation of a transaction. If a proposed transaction is not consummated the
full amount of any expenses relating to such proposed but not consummated transaction generally would be borne by
the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction.

Additionally, please see Item 6 below regarding “Carried Interest” that Funds will pay.

Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for the
Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice is provided directly
to the Funds (subject to the direction and control of the general partner of each such Fund, if applicable) and not
individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and
the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act, and includes,
among others, high net worth individuals, trusts, estates, charitable organizations, university endowments,
corporations, limited partnerships and limited liability companies or other entities.

The Adviser does not have a minimum size for a Fund.