SLW Management Company LLC

Item 5.       Fees and Compensation

The Adviser generally receives Advisory Fees and Carried Interest (each as defined below) or
similar performance-based remuneration from an SLW Fund. SLW Funds and/or associated
portfolio companies may make other payments to the Adviser for services provided to the portfolio
companies. While such payments are in addition to the Advisory Fees, the Adviser will (except as
described below) share these amounts with investors through a reduction in the amount of Advisory
Fees paid by the applicable SLW Funds in connection with the receipt of such amounts. This
sharing arrangement benefits investors by reducing the amount of Advisory Fees to be paid to the
Adviser by a pre-established sharing percentage that was negotiated between the Adviser and its
investors. Additionally, consistent with the Governing Documents of an SLW Fund, SLW Funds
typically bear certain out-of-pocket expenses incurred by the Adviser in connection with the
services provided to SLW Funds and/or the portfolio companies. Further details about certain
common fees and expenses are set forth below.

Advisory Fees

As compensation for investment supervisory services rendered to SLW Funds, the Adviser receives
from each such fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital or invested capital, with respect to such SLW Fund. The Sub-Advised Funds
pay their Advisory Fees directly to the Predecessor Adviser. Advisory Fees paid by an SLW Fund
are expected to be reduced by other fees or compensation received by the Adviser that relate to
such SLW Fund’s activities and investments, or by certain excess organizational or other expenses
borne by such SLW Fund, as described in more detail below. Advisory Fees paid by an SLW Fund
are indirectly borne by investors in such SLW Fund, but such Advisory Fees are added to the cost
of investment prior to any Carried Interest (as defined below in Item 6) taken by the Adviser.

Advisory Fees charged to, and received from, SLW Funds are generally payable quarterly in arrears.
As our investors are aware, the precise amount of, and the manner and calculation of, the Advisory
Fees for each SLW Fund are established by the Adviser through negotiations with investors in the
applicable SLW Fund and are set forth in such SLW Fund’s Governing Documents. The Advisory
Fees and other fees and distributions described above are generally subject to modification, waiver
or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with
selected investors via side letter and other arrangements, which will typically, except as otherwise
agreed to with an investor, not be disclosed to all other investors in the same SLW Fund. Fees will
often differ from one SLW Fund to another, as well as among investors in the same SLW Fund.
The fee structures described above will be modified from time to time. In certain cases, the rate of
Advisory Fees payable by an investor in an SLW Fund will be lower based on the size of the
investment in SLW Funds made by the investor if the commitments meet certain size-based fee
reduction qualifications. Such fee reduction arrangements, as applicable, are described in the
relevant SLW Funds’ Governing Documents.

The Advisory Fees paid by an SLW Fund will generally be reduced by a percentage of: (1) the
amount of fees paid by such SLW Fund to persons acting as a placement agent in connection with

the offer and sale of interests in such SLW Fund (which fee may be a flat fee or a fee with respect
to only certain potential investors); (2) expenses incurred by the Adviser in connection with the
organization of such SLW Fund that exceed a limit specified in such SLW Fund’s Governing
Documents; and/or (3) certain Other Fees (as defined and described in more detail below under
“Other Fees”) received by the Adviser. The amount and manner of any such reduction, if any, is
set forth in the Governing Documents of the applicable SLW Fund. To the extent an Other Fee
relates to more than one SLW Fund, the Adviser shall allocate the resulting Advisory Fee reduction
among the applicable SLW Fund(s) in accordance with the terms and provisions of the Governing
Documents of such SLW Fund(s), and in the absence of such applicable provision, in its good faith
judgment. Generally, any such reduction of SLW Fund’s Advisory Fees will be limited to the extent
of such SLW Fund’s proportionate interest in any such portfolio company. As some SLW Funds
do not pay Advisory Fees, any such reduction will not benefit such SLW Funds.

Other Fees

Fees Payable by Portfolio Companies

The Adviser and its affiliates may from time to time receive fees in connection with serving on the
board of directors of a portfolio company (“Director’s Fees”). In addition, the Adviser and its
affiliates may receive fees in connection with an unconsummated transaction (“Break-Up Fees”)
and guarantor, surety, and other similar fees, including fees that are customarily received by
investors for the use of capital with respect to an SLW Fund’s portfolio investments (e.g.,
commitment fees, funding fees and facility fees, including undrawn facility fees, together with
Transaction Fees, Director’s Fees and Break-Up Fees, the “Other Fees”). The amount and timing
of Other Fees received by the Adviser are generally specified in the agreement or other
documentation governing the transaction.

Certain other fees and reimbursements that are generally not considered “Other Fees” and do not
reduce the Advisory Fee payable by an SLW Fund include (but are not limited to) the following:
(i) fees or expenses borne by an SLW Fund directly; and (ii) any amounts paid by a former portfolio
company, such as directors’ fees a former portfolio company pays an Adviser professional who
remains on the company’s board of directors following an SLW Fund’s disposition of its
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Item 7.    Types of Clients

The Adviser currently provides investment supervisory services to the SLW Funds. Investment
advice is provided directly to the SLW Funds and not individually to investors in such SLW Funds.
Interests in an SLW Fund are offered pursuant to applicable exemptions from registration under
the Securities Act and the 1940 Act. Investors in the SLW Funds are generally “qualified
purchasers” as defined in the 1940 Act, and include, among others, high net worth individuals,
banks, thrift institutions, pension and profit-sharing plans, government owned investment
companies, trusts, estates, charitable organizations, university endowments, corporations, limited
partnerships and limited liability companies, or other entities.

The Adviser does not have a minimum size for an SLW Fund, but minimum investment
commitments are typically established for investors in the SLW Funds. The general partner of each
SLW Fund may, in its sole discretion, permit investments below the minimum amounts set forth
in the offering documents of such SLW Fund.