Silversmith Management LP

Item 5 - Fees and Compensation

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each Silversmith Fund
in conjunction with this Brochure for complete information on the fees and compensation payable in
connection with a particular Silversmith Fund. Different Silversmith Funds are subject to different
management fees and performance-based compensation arrangements. In limited circumstances, an
individual investor’s portion of a Fund’s management fees payable to Silversmith is negotiable and/or
waived. Investors and prospective investors in each Silversmith Fund should note that similar advisory
services are available from other investment advisers for similar or lower fees. All clients are “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (together,
with the rules and regulations promulgated thereunder, the “Investment Company Act”), and therefore
Silversmith has not included specific fee information in this Brochure.

Deduction of Fees; Timing of Payments; Termination

Management fees are generally paid to Silversmith by or on behalf of a Silversmith Fund by (i) requiring
investors in such Silversmith Fund to make capital contributions in respect of such fees, or (ii) withholding
the amount of such fees from investment proceeds that would otherwise be distributable to the investors of
such Silversmith Fund.

Payments of management fees are generally made quarterly in advance and in accordance with the terms
of the Governing Documents. Please refer to the Governing Documents of each of the Silversmith Funds
for complete information on the timing of management fee payments.

To the extent management fees are assessed in advance, certain Silversmith Funds’ Governing Documents
require such fees to be returned to the limited partners of such Silversmith Funds should Silversmith’s
management services to the Silversmith Fund be terminated prior to the end of the period in respect of
which the fees have been paid (including, for example, situations where the final distribution by a

Silversmith Fund occurs prior to the end of a period for which management fees have already been paid).
In general, the amount of such fees to be returned is calculated based on the number days remaining in the
applicable period. Management fees will generally be payable until the dissolution of the relevant Fund (as
described in its Governing Documents).

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 a date specified in the Governing Documents (generally representing the end of the
Fund’s defined investment period) (the “Stepdown Date”), management fees generally will be charged
based on a percentage of the relevant Fund’s aggregate commitments. Further, after the Stepdown Date,
management fees generally will be calculated and charged based on a formula tied to the amount of
commitments or the amount investment contributions (including, where applicable, a Fund borrowing
component (including interest expenses) and the amount of any capitalized Supplemental Fees (as defined
below) or expenses (including costs of advisors and consultants)) made by the relevant Fund relating to the
Fund’s aggregate investment(s) in its portfolio companies that have not been disposed of or completely
written off for U.S. federal income tax purposes (such investments, “Impaired Value Investments”). Due to
differences in the criteria set forth in their respective Governing Documents, in the event where more than
one Fund participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more other
Funds.

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 commitments or the amount of applicable investment contributions, as described in the prior
paragraph. 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 disposition or write-off, such as a reorganization, recapitalization
(including recapitalizations involving dividends), or roll-over investment in connection with a sale or
dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment
standard under the Governing Documents.

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 Impaired 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 distributions (e.g., those resulting from a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, 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.
...

Item 7 - Types of Clients

Types of Clients and Investment Vehicles

Silversmith provides advice to the Silversmith Funds and the Employee Co-Investment Funds, each of
which are pooled investment vehicles. The limited partners of (or investors in) the Silversmith Funds may
include high net worth individuals, operating companies and/or their pension plans, funds-of-funds,
financial institutions, endowments, foundations, trusts, estates, sovereign wealth funds, governmental
entities and public pension plans and often include, directly or indirectly, principals or other personnel of
Silversmith and its affiliates and members of their families, or other Service Providers retained by
Silversmith or a Fund, as well as executives of portfolio companies. Silversmith may also provide
investment advice to Co-Investment SPVs.

Silversmith and/or its affiliates may establish alternative investment vehicles, parallel funds and/or special
purpose vehicles (collectively, “AIVs”) for the purpose of addressing tax, regulatory and/or structural
issues, and/or facilitating certain investments by one or more Silversmith Funds and/or investors.
Prospective investors are requested to refer to the Governing Documents of the applicable Silversmith Fund
for complete details on any feeder vehicle that may be established by such Silversmith Fund and such
Silversmith Fund’s ability to make investments through AIVs. Certain investors in Silversmith Funds may
participate directly or indirectly through AIVs structured as “blocker corporations” (and bear the burden of
taxes and certain other expenses and, to the extent feasible, reductions in proceeds incurred in connection
with the formation and operation of such “blocker corporation”) while other investors (including the general
partner entities of such Silversmith Funds) participate through a tax transparent AIV without an intervening
“blocker corporation.” This may create conflicts for Silversmith and its affiliates, particularly in structuring
an exit from such investments given the varying tax implications to Silversmith and its affiliates and the
investors in the applicable Silversmith Funds resulting from different exit structures. Returns from such
investments to Silversmith and its affiliates, including in respect of their carried interest, typically would
not be reduced by any taxes, other expenses or reductions in proceeds borne by any investor in a Silversmith
Fund participating in such investments directly or indirectly through a “blocker corporation.” In addition,
the tax consequences to the general partner entities of the Silversmith Funds, and their beneficial owners,
with respect to tax items realized by the applicable Silversmith Funds (including the tax rates applicable to
income and gains and the extent to which tax items are deductible or otherwise result in a tax benefit) may
be different than the tax consequences to the investors in the such Silversmith Funds, and their beneficial
owners, from such tax items. Silversmith may also consider the tax objectives of the general partner entities
of the Silversmith Funds and their respective beneficial owners and may elect to utilize AIVs to achieve
such tax objectives (including in connection with the structure of investments made by the Silversmith
Funds, the manner (and timing) in which investments are disposed of, and the form, nature and timing of
distributions made by the Silversmith Funds to their partners).

Minimum Investment Requirements

The Silversmith Funds are generally offered to “accredited investors” within the meaning of the Securities
Act and/or “qualified purchasers” within the meaning of the Investment Company Act and are therefore not
required to register as investment companies under the Investment Company Act in reliance upon the
exemptions available under Sections 3(c)(1) and 3(c)(7) thereof.

In general, the minimum investment commitment required of a limited partner to participate in a Silversmith
Fund is $5,000,000; however, the general partner of each Silversmith Fund has discretion to increase or
reduce the minimum investment commitment.