SK Capital Partners LP

ITEM 5 – FEES AND COMPENSATION

Limited partners in the Funds should refer to the applicable Fund’s Governing Documents for a
complete and detailed understanding of how the Adviser is compensated for its advisory services.
The information contained herein is a summary and is qualified in its entirety by the Funds’
Governing Documents.

 Item 5.A               The Adviser is compensated by each Fund based on the provisions of the
                        Investment Management Agreement and the Fund’s Governing
                        Documents. Limited partners and prospective limited partners in each
                        Fund should refer to the applicable Governing Documents for a detailed
                        description of the fees.

                        The Governing Documents provide that a Fund’s management fee 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 (the “Stepdown Date”),
                        management fees generally will be charged based on a formula tied to the
                        amount of the relevant Fund’s aggregate capital 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
                        (including any interest expenses) and the amount of any Supplemental
                        Fees (as defined below) or expenses, including the costs of Consultants)
                        made by the relevant Fund relating to the Fund’s aggregate investment(s)
                        in its portfolio companies that have not been disposed of, completely
                        written off for U.S. federal income tax purposes or permanently written-
                        down in accordance with GAAP (such investments, “Impaired Value
                        Investments”). Due to differences in the criteria set forth in the 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 applicable investment contributions.

Conversely, the Governing Documents do not require management fees to
be reduced or refunded following the occurrence of a write-down, 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 investments meeting the relevant
Impaired Value Investment standard under the applicable Governing
Documents. For the avoidance of doubt, following the Stepdown Date, if
the fair market value of an Impaired Value Investment is less than the total
amount of investment contributions relating to such Impaired Value
Investment, then the amount of management fees otherwise payable
relating to such investment will be reduced solely based on the ratio of the
fair market value of each relevant remaining investment(s) as compared
against the amount of total investment contributions relating to such
investment(s) as of the date of the relevant event.

As a result, 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 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) 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 (such as Supplemental Fees) and
expenses paid to Service Providers, Consultants, SK Capital or its
affiliates. Further, management fees generally will not be reimbursed or
refunded under the Governing Documents in the event of realizations,
dispositions or partial write-downs or write-offs that occur partway
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ITEM 7 – TYPES OF CLIENTS

The Adviser presently provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to the Adviser’s related duties to and practices on behalf
of its clients and/or investors should be construed accordingly. As such, it has only one type of
client: private funds. The Funds generally include investment partnerships or other investment
entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under the
Investment Company Act. The investors participating in the Funds generally include individuals,
banks or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, public or private pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities and often include, directly or indirectly,
principals or other employees of the Adviser and its affiliates and members of their families,

Consultants or other Service Providers retained by the Adviser, as well as executives of portfolio
companies.

The relevant General Partner also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit certain investors to participate in one or more particular
investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative
investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles
independent of limitations or other procedures set forth in the organizational documents of such
vehicles and the related Fund.