LS Power Equity Advisors LLC

ITEM 5 – FEES AND COMPENSATION

The management fees are equal to 1.5% of the aggregate commitment of each investor, which fees are
generally deducted directly from each of the Funds’ assets, with the exception of the Clearlight Funds,
which pay an administrative fee equal to 0.50% (per annum) of an amount equal to the aggregate amount
of investment contributions made to the Clearlight Funds. Following the commitment period of a Fund,
the management fee is typically subject to reduction, often calculated as a percentage of capital
contributions. LSPE reserves the right to elect to waive all or any portion of such management fees and
Fund III pays a reduced management fee equal to 1.25%. The Funds generally pay LSPE a management fee
(or, in the case of the Clearlight Funds, an administrative fee) on a quarterly basis in advance. Upon
termination of any advisory agreement or mandatory withdrawal, management fees that have been paid
in advance are returned on a prorated basis. The governing documents of each Fund include a more
detailed explanation of the amount and manner of calculation of the management fees for each such
Fund. Where the governing documents calculate management fees based on the amount of
commitments or the amount of investment contributions, the amount of management fees generally will
not be reduced based on reductions in investment value, except where specified by the relevant governing
documents. As a general matter, management fees will be payable during term extensions unless
otherwise agreed with investors.

LSPE or an affiliate of LSPE is also entitled to receive a distribution from each Fund, with the exception of
the Clearlight Funds, typically equal to 20% of all realized profits subject to an 8% compound preferred
return (“Carried Interest”), as more fully described in the Funds’ respective governing documents. Any
distributed Carried Interest is subject to a potential giveback at the end of the life of the relevant Fund if
LSPE or its affiliate has received excess cumulative distributions. See disclosures under Item 6 below and
the partnership agreements for more information about Carried Interest.

The Funds generally invest on a long-term basis. Accordingly, investment advisory and other fees are
expected to be paid, except as otherwise described in the relevant limited partnership agreement, over
the term of the relevant Fund and investors generally are not permitted to withdraw or redeem interests
in the Funds.

The Funds are responsible for their initial and ongoing fees, costs, expenses, liabilities and obligations
associated with their (and their subsidiaries’ and intermediate entities’) operations to the extent not
reimbursed by a portfolio company or applied to reduce management fees, including, without limitation,
organizational expenses, brokerage commissions, research expenses, quotation and valuation expenses,
general legal expenses including legal fees associated with the negotiation of specific investor terms,
accounting and auditing expenses, and investment-related consultants and other service provider
expenses, investment related travel costs, insurance, expenses incurred with respect to the preparation,
duplication and distribution of offering documents, annual reports and other financial information, other
offering expenses, other operational expenses and extraordinary expenses, including costs and expenses

incurred by LSPE in connection with providing such services to the extent such costs and expenses are
Fund expenses under the relevant Fund documents. The Funds also are responsible for all transaction
related expenses, whether or not the transaction is consummated, including fees and expenses of
attorneys, accountants and consultants, as well as lenders, investment banks and other financing sources
in connection with the arranging of financing for transactions, and any down-payments which are
forfeited in connection with unconsummated transactions. Generally included in the expenses permitted
to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants
and/or other service providers to procure, develop, establish, review, revise, customize, upgrade and/or
negotiate relationships relating to the foregoing items, which generally are expected to be significant. In
certain cases, these or similar expenses are expected to be charged to portfolio companies, capitalized
into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative,
tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund
and the portfolio company. Each Fund also generally will bear the costs of implementing, monitoring and
complying with investment guidelines and directives relating to the Fund’s strategy, including in side
letters relating thereto, and (where applicable) environmental, social, governance and other standards to
which the relevant General Partner has committed in making investments on behalf of the Fund.
Additionally, subject to the governing documents, a Fund typically will bear certain unreimbursed
expenses of portfolio companies and intermediate holding vehicles through which the Fund invests.

Based on circumstances, LSPE will waive or agree to reduce a management fee (or Carried Interest). LSPE
reserves the right to exempt certain investors in the Funds from payment of all or a portion of
management fees and/or Carried Interest, including LSPE and any other person designated by LSPE. The
General Partner reserves the right to make any such exemption from fees and/or Carried Interest by a
direct exemption, a rebate by LSPE, or through other Funds which co-invest with a Fund. For example, in
instances where an LSPE professional or its affiliate invests in a Fund, such professional or its affiliate
generally will be exempt from payment of the management fee and Carried Interest with respect to such
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ITEM 7 – TYPES OF CLIENTS

LSPE provides investment advice solely to its clients that are unregistered pooled investment vehicles, and
references throughout this Brochure to “clients” and to LSPE’s related duties to and practices on behalf
of its clients and/or investors should be construed accordingly. The Funds are structured as limited
partnerships or similar legal entities which LSPE and its related parties control. The Funds rely on rules
promulgated under the United States federal securities laws that exempt privately offered partnerships
from registering as investment companies.

Generally, investors in the Funds must be (i) “accredited investors” within the meaning of Regulation D
under the Securities Act of 1933, as amended, and (ii) “qualified purchasers” within the meaning of the
Investment Company Act of 1940, as amended (or qualified knowledgeable LSPE personnel). Prospective
investors are generally required to meet additional suitability requirements. Investors considering
investment in the Funds should consult with their own investment, tax and/or legal consultants prior to
investing.

The minimum commitment that will be accepted from a new investor in the Funds is $10,000,000, other
than the Clearlight Funds where the minimum commitment that will be accepted from a new investor is
$5,000,000. The General Partner of each Fund generally is permitted, in its sole discretion, to waive or
reduce these minimums.