SFW Capital Partners LP

ITEM 5. FEES AND COMPENSATION

In general, SFW receives a management fee and the General Partners receive a carried interest in
connection with the provision of advisory services to SFW’s clients. SFW or other SFW entities
or affiliates receive additional compensation in connection with management and other services
performed for portfolio companies of the Funds and such additional compensation will offset in
whole or in part, depending on the respective fund, the Management Fees (as defined below)
otherwise payable to SFW to the extent provided by the Governing Documents. Investors in the
Funds also bear certain fund expenses (See Other Fees section below).

       Management Fee

The Funds will pay SFW, partially in advance and partially in arrears, a management fee (the
“Management Fee”) equal to 2.0% on an annual basis of aggregate investor capital commitments
(“Commitments”). Upon a date specified in the Governing Documents (the “Stepdown Date”), the

Management Fee will be reduced and will equal, depending on the Fund, 1.7% - 2.0% of the
aggregate funded Commitments invested in portfolio companies that have not been disposed of or
permanently written down. The Management Fee will be payable until proceeds from all portfolio
investments are distributed or until SFW’s relationship with the relevant Fund is terminated for
other reasons (as described in the Governing Documents). Installments of the Management Fee
payable for any period other than a full six-month period are adjusted on a pro rata basis according
to the actual number of days in such period. As a general matter, Management Fees will be payable
during term extensions unless otherwise agreed with investors. Notwithstanding the foregoing,
SFW Fund II-A’s Management Fee is at all times calculated and charged based on invested capital,
rather than Commitments.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the relevant Fund until the Stepdown Date, Management Fees generally will be charged
based on a formula tied to the amount of the relevant Fund’s aggregate Commitments. Further,
after the Stepdown Date, Management Fees generally will be charged and calculated based on a
formula tied to the amount of investment contributions (including, where applicable, a Fund
borrowing component) made by the relevant Fund relating to the Fund’s aggregate investment(s)
in its portfolio companies that have not been completely realized or permanently written down
(such investments, “Active Investments”).

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management
Fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of such investment contributions. Conversely, the Governing
Documents do not require Management Fees to be reduced or refunded following the occurrence
of a writedown, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of Active Investments where the
fair market value of all remaining investments in the applicable portfolio company is less than the
total amount of investment contributions made by the Fund in such portfolio company (a “Reduced
Value Investment”), Management Fees otherwise payable relating to a Reduced Value Investment
will be based on the fair market value of the remaining investment(s) in such portfolio company
and not the amount of total investment contributions.

As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or
of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of Reduced
Value Investments. Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions,
distributions (e.g., those resulting from a dividend recapitalization) or reorganizations,
restructurings, roll-over investments, extraordinary dividends or similar transactions, or in
circumstances where one or more other Fund(s) divest their respective investment(s) (including
credit investments) in the relevant portfolio company, whether in whole or in part, in each case in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in

such investment has been reduced (including substantially reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees and
expenses paid to third parties, SFW or its affiliates. Further, Management Fees generally will not
be reimbursed, refunded or otherwise adjusted under the Governing Documents in the event of
realizations, dispositions or partial write-downs or write-offs that occur partway through the
relevant calculation period.

The Governing Documents set forth the full list of terms under which Management Fees will be
reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
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ITEM 7. TYPES OF CLIENTS

SFW provides investment advice and/or management supervisory services to private equity funds,
including the Funds. SFW does not impose any minimum requirements on its Fund Clients,
however, a Fund is permitted to impose minimum investment and suitability requirements for
investors.