SSW Partners LP

Item 5: Fees and Compensation
SSW receives operational fees (the “Operational Fees”) and monitoring fees (the “Monitoring
Fees”) from the investors of each Fund which are based on a fixed amount or percentage of the
investors’ equity commitment for each of the investors not affiliated with its general partner.
Operational Fees are generally expected to be paid by the applicable Fund at such times and in
such amounts as the general partner may determine with reasonable prior notice and Monitoring
Fees are paid on a semiannual basis. Fees paid to Funds by investors may only be amended by
agreement between the parties.

In addition to the Operational Fees and Monitoring Fees, SSW is expected to receive transaction,
advisory, directors, and other fees in connection with investments. To the extent that SSW or any
affiliate and/or their respective direct or indirect members, partners, officers, directors and

employees receive any management, consulting, monitoring, advisory, trustees or similar fees or
payments (collectively, “Transaction Fees”), they will be apportioned among the Funds
participating in the investment giving rise to such Transaction Fees pro rata based on the Funds’
interests in such investment (or, in the case of unconsummated Investments, the proposed interests
in such financial instruments), as determined by reference to the total interests held by all Funds
and co-investors in such investment sourced by SSW. Subject to the applicable Governing Fund
Documents, an amount equal to the portion of such Transaction Fees ratably allocated to a given
Fund will be applied to reduce successive installments of Monitoring Fees borne by such Fund
(such reduction, the “Monitoring Fee Reduction”) until the limited partners of such Fund receive
the full benefit of the Monitoring Fee Reduction. To the extent that the aggregate Monitoring Fee
Reduction exceeds the amount of Monitoring Fees due by a given Fund for all future periods, SSW
will generally be entitled to retain such excess.

To the extent provided in the applicable Governing Fund Documents, SSW will bear the general
overhead expenses of the Funds’ general partner and SSW, including salaries, bonuses and benefits
of employees of the Funds’ general partner and SSW (other than Carried Interest described in Item
6 below), rent, entertainment, travel, office furniture, fixtures and computer equipment.

Consistent with the applicable Governing Fund Documents, each Fund will generally bear its own
costs and expenses. Costs and expenses that the Funds are expected to bear include, but are not
limited to, the following: (a) expenses relating to identifying (including any finder’s fees),
evaluating, valuing, researching, investigating, structuring, diligencing, monitoring, hedging,
purchasing, holding, operating, managing, disposing of (or potentially disposing of), refinancing
(including any brokerage fees or expenses (Item 12 below provides further discussion of SSW’s
brokerage practices and related costs and fees)) or restructuring the investment (including travel and
travel-related expenses, transportation, meals, business entertainment, lodging and other similar
expenses relating to the foregoing); (b) third-party and out-of-pocket expenses, including attorneys’
fees, auditors’ fees and travel and related expenses in connection with the organization of the Funds;
(c) fees, costs and expenses incurred in connection with Fund operations, including travel and
travel-related expenses and the fees and expenses of tax advisors, accountants, administrators, legal
counsel, auditors, consultants, depositaries or custodians and other third party professionals,
advisors and service providers; (d) insurance premiums; (e) any and all fees, costs and expenses
related to the Funds’ indemnification obligations; (f) fees, costs and expenses associated with audits
of the Funds and the preparation of the Funds’ periodic reports and related statements and other
printing and reporting-related expenses in respect of the Funds and their activities.

Item 7: Types of Clients
SSW provides investment advice to the Funds. Investment advice is provided directly to the Funds
(subject to the direction and control of the applicable general partner of each such Fund) and not
individually to investors in such Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Each underlying investor in the Funds must be an “accredited
investor” as defined in Regulation D under the Securities Act, and a “qualified purchaser” as defined
in Section 2(a)(51) of the 1940 Act. Certain employees of SSW who qualify as “knowledgeable
employees” under Rule 3c-5 of the 1940 Act may be permitted to invest directly or indirectly in
the Funds.

SSW does not have a minimum commitment for an investor; however SSW maintains discretion
to establish such thresholds. Investors will be required to make certain representations when
investing in the Funds, including but not limited to that (i) they are acquiring an interest for their
own account, (ii) they received or had access to all information they deem relevant to evaluating the
merits and risks of the prospective investment and that (iii) they have the ability to bear the
economic risk of an investment in the Funds. Each investor will be furnished with a copy of the
agreement of limited partnership and certain other agreements with respect to the applicable Fund.