Oak Hill Advisors LP

Fees and Compensation

The relationship between the Registrant and its Clients is governed by investment advisory
agreements and other Client constituent documents, as applicable. Fees for advisory services are
negotiable. With respect to separately managed account Clients, either the Registrant or the Client
can generally terminate the applicable investment advisory agreement, without penalty, upon 30-
90 days’ prior written notice to the other party subject to certain exceptions and/or limitations on
a case-by-case basis. With respect to single investor and/or commingled fund Clients, depending
on the structure and terms of a particular fund, investors therein have monthly, quarterly, annual
or more limited withdrawal rights (and in some cases have no withdrawal rights) and sometimes
can otherwise be limited in their ability to dissolve the fund and receive a return of their capital.
Certain separately managed account and/or fund Clients are subject to termination fees if the
account or fund, as applicable, is terminated and/or dissolved (or an investor in a fund withdraws)
prior to a defined period, as negotiated by the Registrant and the applicable Client. Clients are
charged management fees monthly or quarterly, in arrears or in advance, and the management fees
are deducted or invoiced, as determined at the commencement of the Client advisory relationship.
Generally, management fees are payable quarterly or monthly in arrears. Pursuant to the terms of
investment advisory agreements and other Client constituent documents, as applicable, Clients
who pay management fees in advance are generally refunded a prorated portion of the management
fee if the advisory relationship was terminated prior to the end of the relevant billing period.

Depending on the type of Client and the nature of the management services to be provided by the
Registrant, management fees are generally based on capital commitments, unreturned capital
contributions, net asset value, and/or the cost basis of investments made by the Client that have
not been disposed of.

Where the management fee is based on the cost basis of investments, the cost basis of an
investment can include (that is, be increased by) the amount of certain expenses that are related to
or attributable to such investment, which, in turn, increases the amount of management fees that
can be received by the Registrant in respect of that investment. Although the Registrant seeks to
allocate fees, costs and expenses in a fair and equitable manner consistent with its Expense
Allocation Policy (as determined by the Registrant in good faith), the Registrant is afforded
discretion in its expense allocation decisions and is subject to a conflict of interest when it
structures investments or allocates deal-related expenses to an investment in a manner that
increases its management fee base.

In addition, unless otherwise provided in a Client’s governing documents, the cost basis of an
investment upon which management fees are calculated generally will not be reduced due to a
decline in the value of the investment below its original cost basis, even if the decline in value is
significant, unless the Registrant determines that the value of the investment should be

permanently impaired. The Registrant makes determinations as to whether to permanently impair
an investment in a manner consistent with its then-current accounting policies and procedures (as
determined by the Registrant in good faith). However, the Registrant is afforded discretion in
determining whether or not the value of a particular investment should be permanently impaired,
and has an incentive to postpone or forego such decisions insofar as permanently impairing the
value of an investment would reduce the basis upon which management fees are calculated. In
addition, to the extent an investment has been permanently impaired and then subsequently
increases in value (despite a prior expectation that that impairment would be “permanent”), the
Registrant generally is permitted to increase the cost basis of such investment up to the original
cost basis of such investment.

The Registrant has the ability to take both qualitative and quantitative factors into account when
determining whether the cost basis of an investment upon which management fees are calculated
should be permanently impaired. The factors used by the Registrant in making these
determinations are expected to vary by investment and over time, and may be more or less
restrictive than those that could be used by other managers, even for the same or similar assets. In
addition, the use of certain quantitative tests by the Registrant (for example, whether the fair value
of an investment has declined below its cost basis by a specified percentage for two or more
quarters) to make a threshold determination as to whether investments should be evaluated for
permanent impairment could cause such determinations to be delayed or avoided. As a result of
all of the foregoing, the cost basis of an investment for purposes of calculating management fees
may not be reduced, even if the investment never recovers its initial value or its basis.

If a Client holds different securities and/or obligations of the same issuer that are characterized as
separate portfolio investments, the Registrant will determine whether such separate portfolio
investments should be aggregated or disaggregated for purposes of calculating the cost basis and/or
determining whether to permanently impair a given portfolio investment (or group or series of
portfolio investments). The Registrant will be afforded discretion and will face a conflict of interest
in making this determination because, depending on the circumstances, the Registrant could have
an incentive to aggregate or to disaggregate separate portfolio investments for purposes of
calculating the cost basis and/or determining whether to permanently impair a given portfolio
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Types of Clients
The Registrant provides investment advisory services to various private funds, including pooled
funds and CLOs, and single investor mandates, in each case, for which the Registrant and certain
of its affiliates serve as the general partner and/or investment adviser (or in a similar capacity).
The Registrant’s Clients (including investors therein) include, without limitation, pension funds,
sovereign wealth funds, insurance companies, financial institutions, foundations, endowments,
fund of funds, family offices and high net worth individuals. All investors in private fund Clients
are required to be either “qualified purchasers” or employees who are deemed to be
“knowledgeable employees” under the U.S. Investment Company Act of 1940 (as amended, the
“40 Act”), or must otherwise be permitted to invest under applicable securities laws.

The Registrant does not have a formal minimum assets under management threshold with respect
to separately managed accounts and single investor vehicles, but it does require minimum
investments on a case-by-case basis. Pooled funds for which the Registrant or an affiliate serves
as general partner and/or investment adviser generally impose a minimum investment requirement
for admission as a limited partner, shareholder or similar investor, although in most cases the
general partner and/or the investment adviser of the applicable fund does have the authority, in its

sole discretion, to accept commitments of lesser amounts (subject to applicable law). Additional
suitability requirements for investment in each of the private fund Clients are more fully discussed
in the disclosure and subscription documents for each fund.

Methods of Analysis, Investment Strategies and Risk of Loss
Method of Analysis and Investment Strategies

The Registrant’s corporate credit investment philosophy is typically based on five tenets: (i)
intensive credit analysis; (ii) relative value analysis; (iii) focus on risk-adjusted returns; (iv) loss
avoidance; and (v) active portfolio management.

   •   Intensive credit analysis is the cornerstone of the Registrant’s investment philosophy and
       includes: (i) business, vehicle and borrower analysis, which involves a comprehensive
       fundamental evaluation of a company and includes historical and projected financial
       modeling; (ii) capital structure analysis, which evaluates the terms and structure of a
       company’s debt and equity securities relative to the company’s business risk; and (iii)
       valuation analysis, which considers the enterprise value of a company in both the public
       and private markets.

       The main sources of information the Registrant uses in conducting research and diligence
       include, without limitation:

           o Annual and quarterly company reports, prospectuses and press releases;
           o Credit agreements, indentures, shareholder agreements, offering circulars and
                    related documents;
           o Bankruptcy and other court filings;
           o Company books and records;
           o Investment manager and trustee reports;
           o Financial publications;
           o Third party research and governmental agency reports; and
           o Corporate rating services.

   •   Relative value analysis involves identifying relative comparative value among industries,
       issuers and securities by evaluating the different risks assumed by investors across these
       profiles relative to the returns implied by asset prices. The Registrant believes cyclical,
       technology, litigation, regulatory, valuation, financing and other risks vary across
       industries. Individual issuers are exposed to company-specific risks that may include
       competitive, financial, management, ownership, environmental, social and governance
       (“ESG”) and other risks. Further, the Registrant believes that different companies possess
       different components of risk, which include competitive, financial and/or managerial risks.
       Finally, each instrument or layer in a company’s capital structure has a different measure
       of risk based on collateral, subordination, covenants, liquidity, interest rate sensitivity and
       other considerations.

   •   Focus on risk-adjusted returns involves identifying investments that offer the maximum
       return for the least amount of risk, and thinking about “yield-to-event” rather than yield-
       to-maturity.

   •   Loss avoidance involves concentrating on issuers with stable (or improving) businesses
       and securities which possess strong asset (or value) coverage and structural protection (e.g.,
       security, covenants) in the event of credit problems.

   •   Active portfolio management involves the continuous integration of credit and relative
       value analyses combined with opportunistic management of the portfolio. The team is
       trained to think about “buying the portfolio every day.” This discipline requires that
       investment professionals continually challenge the investment rationale for each position
       while incorporating new credit, market and pricing information. The Registrant believes
       that active portfolio management is an important component of its investment strategy
       because market conditions and companies’ credit quality continually change.

In addition, the Registrant employs a common investment process across the various sectors within
the structured products market. The investment process is typically based on: (a) collateral
analysis; (b) structural and documentation analysis; (c) collateral manager review; (d) scenario
analysis; (e) relative value analysis; and/or (f) surveillance and portfolio management.

   •   Collateral analysis is the cornerstone of the investment process and involves an extensive
       analysis and deep understanding of the underlying collateral for each structured product
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