PNC Steel City Advisors LLC

Item 5. Fees and Compensation
Compensation

Details of management and other fees applicable to a particular Fund are set forth in the
Fund’s respective offering materials and governing documents. For additional discussion
regarding performance fees, please refer to Item 6 – Performance-Based Fees and Side-
by-Side Management.

Management fees, performance fees and/or any other compensation directly or indirectly
payable by a Fund and its investors are generally negotiated with the Fund and will depend
on, among other factors, the amount of capital committed to the Fund by an investor.

Management Fees

       TCW Steel City Platform

       In connection with the existing Funds in the Platform, the Firm is eligible to receive
       a percentage of the aggregate management fees payable to TCW by the Funds
       within the TCW Steel City Platform, as described in the Funds’ PPMs, limited
       partnership agreements or similar organizational documents, and other offering
       documents. For the Senior Lending BDC, the management fees charged by TCW
       are computed as a percentage of the average net assets of the Fund. For the Lux
       Fund, the management fees charged by the AIFM (which may be directed to the
       TCW Advisor) are computed as a percentage of an investor’s aggregate cost basis
       of portfolio investments that have not been disposed of, based on the average
       monthly cost basis of portfolio investments during the applicable quarter. For the
       Unlevered Fund, the management fees charged by TCW are computed as a
       percentage of an investor’s pro rata share of the aggregate cost basis of portfolio
       investments that have not been disposed of. These fees are typically deducted from
       the assets the Firm and TCW manage for Funds, and are typically paid quarterly in
       arrears, although some Funds in the TCW Steel City Platform may pay monthly.
       Investment management fees are based on the investment strategy and size of the

       account. In some cases, a fee schedule applicable to a particular strategy will take
       into consideration other assets managed by TCW or the Firm in other strategies for
       that Account or that Account’s owner and its affiliates.

       The terms of each Fund are described in its respective offering materials, which is
       delivered to each potential investor prior to the time they invest. The Funds typically
       have a term of a stated number of years as discussed in the relevant Fund’s offering
       materials. The fee schedule is generally not negotiable but in some instances the fee
       may be negotiated.

       Cerberus Senior Loan Fund

       The Firm will generally receive from the Cerberus Senior Loan Fund a portion of
       the management fee paid to Cerberus quarterly in advance based at a rate equal to
       a fixed percentage of the Fund’s assets under management, as described in the
       Fund’s offering materials and governing documents, including the PPM and limited
       partnership agreement. If a Fund is dissolved before the end of a quarter, or the
       Firm otherwise no longer serves as an advisor or co-advisor to the Fund, prorated
       management fees will be returned in accordance with the Fund’s offering materials
       and governing documents, including the PPM and the limited partnership
       agreement. The general partner will not be subject to the management fee. In
       addition, unless otherwise determined by affiliates of the general partner, in their
       sole discretion, the interests held by any affiliates of the general partner or any
       employees of the general partner or such affiliates generally will not be subject to
       the management fee.

       Cerberus, as general partner, has the right to reduce, and has reduced, the
       Management Fee with respect to any Partner (as defined in the relevant offering
       materials and governing documents) without the consent of, or notice to, any other
       Partner.

Other Fees and Expenses

As outlined in the applicable offering documents, each Fund of the Firm bears or will bear
certain other fees, expenses and costs (in addition to the fees discussed above) which are
incidental or related to the maintenance of the Fund or the acquisition, origination or
maintenance of loans or other investments. Certain of these fees and expenses will be paid
to the Firm or its affiliates, including PNC Bank. For an additional discussion regarding
payments to affiliates, please refer to Item 10 – Other Financial Industry Activities and
Affiliations. For an additional discussion regarding brokerage fees, commissions and other
related transactions costs and expenses, please refer to Item 12 – Brokerage Practices.

       Other TCW Steel City Platform Fees and Expenses

       Funds within the TCW Steel City Platform are expected to pay, without limitation:
       (a) fund organizational expenses; (b) expenses of calculating the Fund's net asset
       value (including the cost and expenses of any independent valuation firm); (c) fees
       and interest charges payable to third parties, including agents, consultants,

attorneys, or other advisors, relating to, or associated with, identifying, sourcing,
performing diligence on, investigating, developing, evaluating, and making
investments; (d) expenses incurred by TCW or an administrator payable to third
parties, including any agents, consultants, attorneys, or other advisors, relating to
or associated with monitoring the financial and legal affairs for a Fund, providing
administrative services, monitoring or administering a Fund's investments, and
performing due diligence reviews of prospective investments and the
corresponding borrower or prospective borrower (including expenses of senior
advisors, industry experts, operating investors, and other similar professionals;
...

Item 7. Types of Clients
As discussed in Item 4 – Advisory Business, the Firm was formed to provide investment
advisory services to the Funds. Investment advice is directly provided to and with Cerberus
or TCW, as an advisor of the relevant Fund. The Firm is not individually providing
investment advice to investors in the Funds.

TCW Steel City Platform

Funds within the TCW Steel City Platform generally impose investment minimums for
investors, as described in more detail in a Fund’s PPM, limited partnership agreement or
similar organizational documents, or other transaction-related documents. In certain
circumstances, such investment minimums can be reduced by the Fund’s general partner
or investment advisor. A Fund’s general partner or investment advisor could also offer
more favorable terms (e.g., lower investment minimums, reduced or eliminated fees) to its
personnel, affiliated persons or others.

Interests in the Unlevered Fund are generally offered only to investors that qualify as both
(i) a "qualified purchaser" as defined for purposes of Section 3(c)(7) of the Investment
Company Act and (ii) an "accredited investor," as defined in Regulation D under the
Securities Act. Certain investors in a Fund may be: (1) “qualified institutional buyers” (as
defined in Rule 144A under the Securities Act) or (2) persons involved in the organization
or operation of the Fund or an “affiliate” (as defined in Rule 405 under the Securities Act)
of such a person.

Interests in the Senior Lending BDC are generally offered only to investors that qualify as
either (i) an “accredited investor,” as defined in Rule 501 of Regulation D under the
Securities Act or, (ii) in the case of Common Shares sold outside the United States, not
“U.S. persons”, in accordance with Regulation S under the Securities Act. Interests in the
Lux Fund are only offered to investors that are “well-informed investors” as defined in
Article 2 of the Luxembourg Law on Reserved Alternative Investment Funds.

Cerberus Senior Loan Fund

The Cerberus Senior Loan Fund is winding down, is not engaging in new investments, and
is not accepting investors at this time.

Notwithstanding the foregoing, interests in the Cerberus Senior Loan Fund were generally
offered only to investors that qualify as both (i) a "qualified purchaser" as defined for
purposes of Section 3(c)(7) of the Investment Company Act and (ii) an "accredited
investor," as defined in Regulation D under the Securities Act. Certain investors in a Fund

may be: (1) “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act) or (2) persons involved in the organization or operation of the Fund or an “affiliate”
(as defined in Rule 405 under the Securities Act) of such a person.