Oak Hill Capital Management LLC

Fees and Compensation
Management fees are generally payable tri-annually in advance. Such fees are payable on a pro
rata basis for any period that is less than a full tri-annual period. Fee arrangements vary for the
Registrant Clients and are described in the constituent documents for each Registrant Client. Each
of the investment advisory agreements or other constituent documents generally provide for a
management fee of 0.75%-1.75% per annum of the capital commitments or actively invested
capital of a Registrant Client during the expected life of the Registrant Client. Where the
constituent documents calculate management fees based on the amount of capital commitments,
the amount of management fees will not be reduced based on reductions in investment value,
except where specified by the relevant constituent documents. Management fees will be payable
during term extensions unless otherwise agreed with investors. In addition, because in certain
situations management fees are calculated by taking into account the value of investments, OHCM
has an incentive to (i) hold investments for longer periods, or retain and not distribute proceeds, or
(ii) postpone the decision to dispose of, write off or permanently write down the value of an
investment. In certain circumstances, limited partners of certain Registrant Clients will also be
subject to a servicing fee of 0.1% per annum of capital commitments. Registrant Clients are also
generally subject to a carried interest of 20% of profits on distributions derived from the disposition
of investments or securities (after a preferred rate of return of 8% to the investors followed by a
catch-up of 20% of such distributed profits) or, in some cases, a carried interest of up to 20% of
profits on such distributions, subject to certain performance hurdles. All management fees and
carried interest terms are negotiated with the Registrant Clients’ investors during the fund-raising
period of the applicable Registrant Client. In addition, the Registrant waives or reduces
management fees and/or carried interest for the Registrant’s employees, certain customary “friends
and family,” and a limited number of strategic/large relationships and consultants who invest in
the Registrant Clients. In addition, co-investment vehicles generally are not subject to
management fees and/or carried interest.

Registrant Clients will typically pay all costs and expenses related to their activities, including those
incurred in connection with the discovery, evaluation, acquisition, holding, management, monitoring,
or disposition of investments are paid by (or reimbursed to the Registrant by) the Registrant Clients,
including any broken deal expenses for investments that are ultimately not consummated. In most
cases, co-investors will not agree to pay or otherwise bear broken deal expenses, in which case such
costs fees, costs and expenses will be borne by the Registrant Clients, even though co-investors were
identified to participate in such investments. In instances where an individual investor has a
negotiated elective or automatic contractual right excusing them from participating in a specific
investment, and/or has exercised such right, broken deal expenses and general expenses (even if such
expenses relate to or solely relate to excused or excluded investments) are nevertheless allocated
among all of the investors in the Registrant Clients. The aforementioned costs and expenses include,
without limitation: private placement fees, sales commissions, appraisal, valuation (including the
engagement of third-party valuation agents), fees, taxes, brokerage fees, underwriting commissions
and discounts, insurance, telephone, and travel (including transportation, meal, entertainment and
lodging) expenses (which, on occasion, include the use of non-commercial planes, in which case the
Registrant Clients will bear no more than the equivalent cost of a refundable first class ticket), press
releases, custodial, legal, accounting, investment banking, advisory, consulting, information services
(including fees, costs and expenses incurred in developing, implementing, licensing, using or
maintaining computer software and technology systems (including artificial intelligence and
cybersecurity software and systems) for the benefit of Registrant Clients or their investments

(including potential investments)), cybersecurity, record keeping, partnership reporting, trustee,
professional, and other administrative fees and expenses (which generally includes reimbursement of
expenses to affiliates of the general partner of the Registrant Clients or OHCM) as well as fees, costs
and expenses of attending conferences in connection with the research, sourcing (including
networking) and evaluation of potential future investments or particular sector opportunities
(irrespective of whether any such investments is ultimately consummated)). The above services, if
provided by Registrant’s affiliates or support entities, will be reimbursed at cost (as determined by the
Registrant as set forth in the constituent documents for the relevant Registrant Client).

Each Registrant Client will also bear the costs of implementing, monitoring and complying with
investment guidelines and directives relating to the Registrant Client’s strategy, including in side
letters relating thereto (even though side letter standards may be generated by one client and not
another) as well as costs and expenses with respect to protecting the confidential or non-public
nature of any information or data. Each Registrant Client will also bear costs related to responsible
investing and other standards that are adopted by the general partner on its own initiative or
pursuant to side letter requirements, including fees, costs and expenses incurred in connection with
responsible investing tracking tools and any other assessments, measurements, advice or reports
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Types of Clients
OHCM provides investment advisory services to privately offered funds that invest primarily in
private equity. Investors in the privately offered funds managed by OHCM include high net worth
individuals and a variety of institutional investors (e.g., trusts, employee benefit plans,
endowments, foundations, corporations, and other types of entities, including private funds of
funds). All investors are required to be “accredited investors” (as defined in Regulation D
promulgated under the Securities Act of 1933 (the “Securities Act”)) or otherwise be permitted to
invest under applicable securities laws.

As outlined in the constituent documents of the Registrant Clients, certain non-US investors and
tax-exempt investors are placed in alternative investment vehicles that in turn invest in blocker
corporations (or are placed directly in, or the Registrant Client invests through, such blocker
corporations). Accordingly, the investors invested through these blocker corporations indirectly
bear the expense of corporate taxes paid by the blocker corporations (and are expected to indirectly
bear any reduction in the purchase price resulting from the sale of the blockers). These blocker
corporation structures are typically utilized for investments that are pass-through structures for
U.S. federal income tax purposes. The general partner of such Registrant Clients reserves the right
to sell such blocker corporations upon exit from a particular investment, but it has no obligation to
do so under the constituent documents of the Registrant Clients. The general partner is also
permitted to leverage the blockers to improve returns but does not have an obligation to do so
under the constituent documents of the Registrant Clients. Taxes and other expenses resulting
from an investment through a blocker corporation structure will be borne by the investors
participating in such structures. Alternative investment vehicles also may be used for other
purposes, and therefore with other structures. In addition, as further described below, Registrant
reserves the right to borrow money on behalf of the Registrant Clients to pay expenses (including,
without limitation, management fees) or to provide financing to facilitate investments, as permitted
by the constituent documents of each of the Registrant Clients. Various tax considerations related
to such borrowing are detailed in the constituent documents of each Registrant Client.

Methods of Analysis, Investment Strategies and Risk of Loss
The Registrant provides investment advisory services for the Registrant Clients, all of which are
privately offered funds that make investments primarily in private equity. The investment teams
are organized across three core sectors:
      Digital Infrastructure
      Financial Services
      Essential Services

Typically, in private equity transactions, the main source of information regarding prospective
portfolio companies is due diligence performed on such companies, which involves, among other
activities, inspecting the books and records of the company, interviewing management, and
analysis of the company within its relevant industry. On certain occasions, an investment is made
in a public company, in which case, publicly filed corporate documents are also inspected by the
Registrant. In the course of undertaking transactions, the Registrant consults with professional
advisors, including lawyers and accountants.

In the course of undertaking due diligence and investment analysis, the Registrant has the
discretion to also consult with other investment advisers bearing the Oak Hill name, including Oak
Hill Advisors, L.P. (“OHA”), an independent and unaffiliated adviser. OHA’s clients from time
to time participate in the issuance of debt by portfolio companies of the Registrant Clients and/or
the purchase of the debt securities of such portfolio companies in debt markets. With respect to
original issuances, debt interests may be purchased net of the underwriting spread charged by
underwriters.

The Registrant has consistently pursued a value-oriented, “principle-minded” investment approach
that emphasizes rigorous due diligence and disciplined valuations. The investment teams seek to
deploy its investment strategy by seeking to:

      Leverage sector knowledge and research process to develop actionable, high-conviction
       investment themes based on observable and quantifiable long-term trends;
      Proactively originate investment opportunities that align with the Registrant’s investment
       themes;
      Partner with management teams and leverage the Registrant’s network of industry
       executives, operational and functional management talent;
      Identify, underwrite, and execute well-defined, customized “Total Opportunity” value
       creation plans;
      Mitigate risk; and
      Position companies to capitalize on the optimal exit timing and strategy.

Acquiring an interest in the Registrant Clients involves a number of risks. An investment in the
Registrant Clients may be deemed a speculative investment and is not intended as a complete
investment program. It is designed for sophisticated investors who fully understand and are capable
of bearing the risk of an investment in the Registrant Clients and that of illiquidity for substantial

periods of time. No guarantee or representation is made that the Registrant Clients will achieve
their investment objectives or that investors will receive a return of their capital.

Investing in the Registrant Clients involves a risk of loss, and the investment strategy offered by
the Registrant could lose money over short or even long periods. Prospective and existing investors
are advised to review the offering materials and other constituent documents for full details on
each applicable fund’s investment, operational and other actual and potential risks applicable to a
particular Registrant Client.
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