Talara Capital Management LLC

Item 5 – Fees and Compensation

All investors and prospective investors should review the applicable Fund Offering
Documents in conjunction with this Brochure for further information regarding fees and
compensation or expenses and the following is subject in its entirety to the information
provided in such Fund Offering Documents.

Talara’s compensation arrangements vary among the Funds. Talara is generally paid a
management fee paid quarterly in advance and/or performance-based compensation paid
to a Talara affiliate. In certain circumstances, the advisory fees payable to Talara and/or
the performance-based compensation payable to Talara’s affiliated general partner may be
negotiable or waived.

To the extent permitted by the applicable Fund Offering Documents, each Fund will
generally bear, and reimburse the general partner and Talara (and their respective
affiliates) expenses incurred in connection with the offering of interests and the formation
and organization of the Funds and other entities formed to facilitate the investment
objectives of such Funds.

Talara Capital Energy Fund II, LP and Talara Capital Energy Fund II, US, LP will pay or
reimburse Talara for all costs and expenses relating to the Funds activities (to the extent
not reimbursed by a portfolio company), including: (i) the Management Fee, (ii) expenses,
including travel and entertainment expenses, incurred in connection with the investigation,
pursuit, sourcing, evaluation, acquisition and disposition of potential or actual portfolio
company investments (including investments not consummated), (iii) out-of-pocket costs
and expenses incurred in connection with the management of portfolio company
investments, including financing, legal, accounting, management and consulting fees and
expenses, travel and entertainment expenses, record keeping and other related
administrative fees; (iv) administrative expenses incurred in the ordinary course, including
the cost of preparing annual audit, financial and tax returns and tax reports for investors or
the Funds, cash management expenses and routine legal and accounting expenses, (v)
brokerage commissions, registration fees and expenses, custodial expenses, and other
investment costs incurred in connection with portfolio company investments, (vi)
principal, interest on and fees and expenses arising out of borrowings and subscription line
facilities, (vii) out-of-pocket costs of litigation, including payment of damages and
settlements, D&O insurance and indemnification or extraordinary costs and expenses, (viii)
expenses associated with the termination of the Funds, (ix) registration expenses and
taxes, expenses relating to filings with the SEC or other regulatory bodies (including in
foreign or local jurisdictions and regulatory expenses of the general partner and Talara
relating to the activities of the Funds), governmental charges, and expenses incurred in

connection with a tax audit, investigation, settlement or review of the Funds, (x) expenses
of the Advisory Committee and the annual meetings of the investors, (xi) private placement
fees and expenses paid to third-party placement agents relating to the Fund’s formation
and obtaining the Commitments, but only to the extent management fees are subsequently
reduced by such placement agent fees, (xii) expenses associated with the preparation of the
Funds financial statements, tax returns and K-1’s or similar schedules, (xiii) fees of
attorneys, accountants, fund administrators, service providers, and other professionals
incurred on behalf of the Funds, (xiv) insurance premiums incurred in connection with the
Fund’s activities (including insurance covering the general partner, the general partner’s
affiliates and related entities, Talara and any other person acting on behalf of the Funds or
entities related to the Funds with respect to activities of the Funds), (xv) expenses arising
from defaults by investors in the payment of capital contributions, (xvi) expenses in
connection with any amendments, modifications, revisions or restatements to the Fund
documents, (xviii) post-closing obligations under agreements relating to the disposition of
portfolio companies, including indemnification obligations and purchase price adjustment
obligations and (xix) cost and expenses of Alternative Investment Vehicles.

Talara Opportunities V, LP and TCM Sunrise, LP

The special purpose vehicles will pay or reimburse the general partner and Talara (and
their respective affiliates) for all expenses incurred by any of them on behalf of the
respective special purpose vehicle. The general partner generally expects to allocate such
expenses among investors in proportion to their capital commitments. Notwithstanding
the foregoing, if the general partner determines that is equitable to specially allocation any
expenses to an investor or group of investors, the general partner generally will have the
authority to make that allocation.

The special purpose vehicles shall bear and be charged with all fees, costs and expenses
incurred in connection with its activities and operations (the “Operating Expenses”),
including, but not limited to: (1) administrative fees, costs and expenses related to the
operation of the special purpose vehicle, including the fees and expenses of accountants,
lawyers, third-party administrators and other professionals and service providers incurred
in connection with the respective Fund’s annual audit, data processing, investment-level
management and servicing, Funding Notices, record-keeping, legal, compliance, financial
reporting, legal opinions, tax planning, tax projections, tax strategy and tax return
preparation, as well as expenses associated with the preparation and distribution of
reports, (2) fees, costs and expenses, if any, incurred in evaluating, negotiating, structuring,
acquiring, appraising, financing, refinancing or disposing of the investment (which may
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Item 7 – Types of Clients

Talara provides investment advice to the Funds. Each Fund’s investors will generally
consist of "accredited investors" within the meaning of Regulation D of the Securities Act of
1933, as amended and “qualified purchasers” within the meaning of Section 2(a)(51) of the
Investment Company Act of 1940, as amended.