Smith Whiley & Company

Item 5           Fees and Compensation

Management Fee Generally
Smith Whiley & Company is eligible to receive a quarterly management fee which is based on a percentage
of assets under management and may be paid in advance or arrears and pro-rated for partial quarters.
Management fees payable to Smith Whiley & Company from SW Pelham Fund III, L.P. are paid quarterly in
advance during the investment period and then in arrears thereafter and deducted from capital contributions
made by their limited partners or out of investment proceeds. When outside investors are accepted in
Pelham S2K SBIC, LP., Smith Whiley & Company anticipates Pelham S2K SBIC, LP. will pay a quarterly
management fee calculated at an annual rate equal to two percent (2%) of the sum of (i) the aggregate
unreduced regulatory capital of the partners plus (ii) a presumed two tiers of SBA leverage. During years six
and thereafter, the management fee for Pelham S2K SBIC L.P. is anticipated to be calculated at an annual
rate equal to 2.0% per annum of net invested capital. For purposes of the above, unreduced regulatory
capital is defined by the SBIC Act, but generally included funded capital contributions plus binding unfunded
commitments made by “institutional investors” within the meaning of the SBIC Act. Notwithstanding the
foregoing, from the commencement of the initial fee period until the closing of Pelham S2K SBIC L.P.’s first
portfolio company investment, the partnership will only be obligated to pay a management fee of 2.0% of the
partnership’s unreduced regulatory capital (i.e. no fees assessed on assumed SBA leverage until an
investment has been made.) Both SW Pelham Fund, L.P. and SW Pelham Fund II, L.P. are Liquidating Trusts
and no management fee is charged.

While Smith Whiley & Company does not currently receive a performance fee in connection with its services
to the investment partnerships, each of the investment partnerships’ related persons, Pelham Capital
Management, LLC, Pelham Capital Management II, LLC, Pelham Capital Management III, LLC and SW/S2K
GP, LLC, in their respective capacities as general partners of the investment partnerships, receives or will
receive a performance allocation based on a percentage of the capital gains or capital appreciation of assets
under management. In addition to management fees, the investment partnerships generally will bear certain
operating and organizational expenses. These expenses will vary, but typically include, without limitation,
all reasonable legal, accounting, filing, capital raising, and other organizational and offering expenses
incurred in the formation of each investment partnership. Other fees and expenses may also include,
without limitation, all fees, costs and expenses incurred in developing, negotiating, structuring, marketing
and disposing of portfolio investments, including financing, legal, accounting, tax, audit, advisory and
consulting expenses; and operating expenses, including, without limitation, commissions, custodial
expenses, litigation, directors’ and officers’ liability insurance, indemnification obligations and certain
broken deal expenses, taxes, fees and similar governmental charges, expenses of liquidating the investment
partnerships and expenses of the investment partnerships’ advisory committee (comprised of
representatives of certain of the limited partners of the investment partnerships), or advisory committee.
The offering documents of each investment partnership set forth the specific arrangements regarding
operating and organizational expenses for each investment partnership.

Other Fees
Smith Whiley & Company may receive certain cash and non-cash net transaction, directors’ and break-up
fees which vary by investment. Other fees may offset or reduce the management fees paid by limited
partners pursuant to a formula set forth in the relevant investment partnership offering documents. As
detailed above, the investment partnerships will bear certain brokerage and other transaction costs in
connection with Smith Whiley & Company providing investment management services - please see “Item 12
- Brokerage Practice” for a further description of Smith Whiley & Company’s brokerage practice.

Firm Brochure – As of March 30, 2015

Item 7           TYPES OF CLIENTS

Smith Whiley & Company provides investment advisory services to SW Pelham Fund, L.P., SW Pelham
Fund II, L.P. and SW Pelham Fund III, L.P. and will provide such services to Pelham S2K SBIC, LP (an
affiliated fund), and any other to-be-created Smith Whiley & Company investment partnership, and their
respective general partners Pelham Capital Management, LLC, Pelham Capital Management II, LLC, Pelham
Capital Management III, LLC, SW/S2K GP, LLC, or any other to-be-created Smith Whiley & Company general
partner, respectively, on a discretionary basis, as described under “Item 4 - Advisory Business” of this
Brochure.

Each subscriber in the respective partnerships offered or will be offered only to (i) an “accredited investor”
as defined in Regulation D under the Securities Act, as amended; and (ii) a “qualified client” as defined
under Rule 205-3 of the Investment Advisers Act, as amended, and/or a (iii) “qualified purchaser” as defined
under section 2(a)(51) of the ICA and who meet any other suitability requirements imposed by the respective
general partners.

The investment partnerships are private investment funds that make direct investments in businesses which
operate in the lower to middle market. Each investment partnership operates as a pooled investment
vehicle. The minimum capital commitment for a limited partner in an investment partnership is $3 million;
however, under the offering documentation of the applicable investment partnership, the general partner of
the investment partnership will generally reserve the right to accept commitments under this amount. The
initial minimum capital commitment for a limited partner in Pelham S2K SBIC, LP is anticipated to be
$500,000 (subject to the right of the general partner, in its sole discretion, to accept a lesser amount).

In order to facilitate investment by certain other investors, Smith Whiley & Company may create one or
more parallel investment entities or side-by-side investment entities. Such parallel investment entity will
invest and divest side-by-side with the respective parallel investment partnership vehicle at the same time
and on the same terms and conditions, will share in each portfolio investment pro rate – in accordance with
the Smith Whiley & Company investment allocation policy, in proportion to the Investor commitments and
similarly will share any related investment expenses.

Firm Brochure – As of March 30, 2015