LS BDC Adviser LLC

Item 5: Fees and Compensation

Advisory Fees

Business Development Company
The Adviser receives fees as compensation for its advisory services provided to the BDC, as described in the
Offering Documents. All shareholders of the same class are entitled to equal treatment under the Investment
Company Act, and Regulation FD prohibits selective disclosure of material nonpublic information.
Accordingly, preferential fee or information arrangements with individual BDC Investors are not permitted.

      Management Fee

      Management fees (“Management Fees”) for the BDC are based on a percentage of the average value
      of gross assets (gross assets equal the total assets of the BDC as set forth on the BDC’s balance sheet)
      at the end of the two most recently completed calendar quarters, as further described in further detail
      in Offering Documents.

      Performance-Based Fee

      The Adviser could receive performance-based fees (“Performance-Based Fees”) from the BDC.

      Specifically with respect to the BDC, the Adviser may receive an incentive fee based on pre-incentive
      fee net investment income of the BDC paid on an ongoing quarterly basis (the “Income-Based Fee”)
      and an incentive fee, determined and paid in arrears, based on net capital gains as of the end of each
      calendar year or upon the termination of the investment advisory agreement (the “Capital Gains Fee”).
      Please refer to the BDC’s latest Annual Report on Form 10-K filed with the SEC for a discussion of
      how the Income-Based Fee and Capital Gains Fee are calculated and the timing of receipt by the
      Adviser.
      Please refer to Item 6 of this Brochure for additional information on performance-based fees.

The Management Fee and Performance-Based Fee collectively are the “Advisory Fees”.

To the extent that the Adviser hires any third parties to assist in managing the BDC, any sub-advisory fees will
be paid to such parties from the Advisory Fees.

Deduction of Advisory Fees

Management Fees are deducted from the BDC’s assets and charged quarterly in arrears. Performance-Based
Fees are deducted from the BDC’s assets and charged as described above.

Other Fees and Expenses

In addition to Management Fees and Performance-Based Fees paid for advisory services related to the BDC,
the following fees and expenses are associated with the Adviser’s management.

      Expenses Incurred by the BDC

      The BDC will incur Organizational Expenses (as defined below) and Company Expenses (as defined
      below) in accordance with Offering Documents. Fees and expenses charged to future Investors could
      differ.

      The BDC, subject to their Offering Documents, will pay certain expenses incurred in connection with the
      formation, organization, and closing of the BDC (“Organizational Expenses”) that include (but are not
      limited to) legal, accounting, filing, marketing and other organizational expenses, and as further
      described in Offering Documents. Organizational Expenses may be subject to an expense cap, where
      expenses that exceed the specified cap will be borne by the Adviser and/or its affiliates.

      The BDC will also pay other reasonable and customary costs and expenses associated with its
      investment activities and operations (“Company Expenses”) as further described in their respective
      Offering Documents. In limited circumstances, the BDC could incur brokerage and other transactional
      costs. Please refer to Item 12 of this Brochure for additional information on brokerage and other
      transaction costs.

      Sub-Advised SMA
      SMA Management Fees range from 0.50% - 1.00% of fair market value of the portfolio. The fee will
      be determined quarterly in arrears by multiplying one-fourth of the applicable fee percentages by the
      average of the month-end fair market value of the portfolio (as determined by the custodian), as valued
      on the final day of each month of the calendar quarter, plus a prorated adjustment if there was a
      withdrawal during the quarter, and/or minus a prorated adjustment if there was a deposit during the
      quarter.

Please refer to Item 6 of this Brochure for additional information on expenses.

Please note the fees and expenses discussed above are intended to provide a description of the types of fees
and expenses that are typically charged to the BDC and SMA, but it is not exhaustive of the fees and expenses
the BDC or SMA may incur or pay to third parties, nor is it inclusive of all fees and expenses that could be
incurred by an Investor. The specific fees and expenses applicable to the BDC are set forth in the relevant
Offering Documents and SMA “Investment Management Agreement”. Fees and expenses charged to future
Investors could differ. Prospective Investors should carefully review each specific Offering Document and/or
SMA Investment Management Agreement prior to making an investment.

Item 7: Types of Clients

LS Adviser provides investment advisory services to pooled investment vehicles, and separately managed
accounts through sub-advisory relationships. Investors and Clients could include institutions, commercial
banks, trusts, pension plans, insurance companies, foundations, endowments, family offices, private funds,
and high net worth individuals. Any funds advised are privately placed and rely upon certain exceptions from
the Investment Company Act. Investors in the BDC must meet certain suitability and net worth qualifications
such as being an “accredited investor” as defined by Regulation D under the Securities Act. Personnel who
are “knowledgeable employees,” as defined in Rule 3c-5 under the Investment Company Act, can also be
permitted to invest in the BDC.

The minimum investment amount for the BDC is stated in its Offering Documents, and the Adviser can reduce
or waive the minimum investment at its discretion.

SMAs have a minimum investment of $20 million, which can be waived at the Adviser’s discretion.

The Adviser is under no obligation to accept any prospective Client or Investor and may decline acceptance
of a prospective Client or Investor in its sole discretion.