Oakhurst Advisors LLC

ITEM 5: FEES AND COMPENSATION

A. ADVISORY FEES GENERALLY

Generally, Oakhurst has substantial discretion to change any of the below-described fees and any limitation to its
discretion or notice of fee changes are outlined in the offering documents for an Oakhurst Fund. Oakhurst and its
affiliates have equity or economic stakes in the managing members or general partners of certain Oakhurst Funds
(or expansion of existing Oakhurst Funds, with respect to such expansion) that are co-sponsored with one or more
third parties that will result in additional fees or fee sharing arrangements. By negotiating such stakes, Oakhurst and
its affiliates will be able to participate in certain fees, including performance-based fees, with third-party sponsors
or operators involved in that specific fund, which are designed to increase Oakhurst’s and its affiliates’ overall
economic benefit received from these funds. These arrangements result in a potential conflict of interest in that
Oakhurst may be influenced to engage in transactions on behalf of the Oakhurst Funds, however, on balance, this
conflict is substantially remediated through Oakhurst’s disclosure of these arrangements and Oakhurst’s belief that
these arrangements further align overall economic interests with the Oakhurst Funds, third-party sponsors or
operators, and investors. See Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading). Although Oakhurst believes its fees are competitive, the investors in Oakhurst Funds should be aware that
lower fees for comparable services may be available from other sources.

1.   OAKHURST FUNDS

Oakhurst receives different fees depending on the circumstances, including, but not limited to, origination,
management and other services, and with respect to loans that certain Oakhurst Funds make and/or acquire in
whole or in part, exit fees. A summary of these fees is included in the table below.

 Fee Category                                                   Fee Amount
 Management Fee (fee charged to pooled investment               Up to 2.0% per annum of deployed capital, capital
 vehicles in for investment management) stated as an            contributions, or value of fund investments, in
 annual fee and charged and paid quarterly. The fee may         accordance with each fund’s governing documents
 also be charged to separately managed accounts.
 Property Management Fee (if applicable, fee charged            Up to 7% of gross revenue.
 based on the amount of gross revenue, including rent,
 collected with respect to real estate owned by a fund)
 calculated on an annual basis and paid monthly or
 quarterly.

                                           OAKHURST ADVISORS FIRM BROCHURE (PART 2A OF FORM ADV) I 2025 9

Fee Category                                                Fee Amount
Asset Manager Oversight Fee (if applicable, fee charged     Up to 1.5% of assets under management or up to
for overseeing contracted asset manager or property         1.5% of effective gross income from an investment,
manager) calculated on an annual basis and paid             as designated in offering materials.
quarterly.
Performance/Incentive Fee or “Carried Interest” (if         A tiered structure that will range from a lower to
applicable, fee charged should a Oakhurst Fund’s return     higher percentage fee dependent on the fund’s
exceed a certain performance percentage threshold).         overall performance and, at its highest level, will
                                                            be up to 50% of the balance of funds available to
                                                            distribute following the return of capital invested
                                                            and the preferred return (subject to a catch-up in
                                                            some cases, which would result in the designated
                                                            percentage of profits in those cases). When
                                                            Oakhurst takes an equity or similar economic
                                                            interest in the managing member or general
                                                            partner of a co-sponsored fund, these fees are
                                                            expected to include additional fee income
                                                            (including carried interest). Oakhurst generally has
                                                            the discretion to charge this fee and deduct the fee
                                                            amount from the account of an Oakhurst Fund. To
                                                            the extent that fees that are charged in advance
                                                            and are not earned when paid, the unearned
                                                            portion is generally deducted from future fees or
                                                            rebated.
Underlying Sponsor Performance/Incentive Fee or             If an unaffiliated third-party sponsor pays a portion
“Carried Interest” (if applicable, a portion of the         of its performance/incentive fee to an affiliate of
performance/incentive fee collected by the unaffiliated     Oakhurst, the Oakhurst Fund typically does not pay
sponsor of an underlying investment)                        a performance/incentive fee with respect to the
                                                            capital that an Oakhurst Fund invested in that
                                                            investment.
Construction Supervision Fee (if applicable, fee charged    Based upon market rates, which is generally
...

ITEM 7: TYPES OF CLIENTS

Oakhurst provides investment management, advisory, asset management and administrative services, as described
above in response to Item 4, to the Oakhurst Funds. Investment in Oakhurst Funds is generally only available to
institutional investors and “accredited investors” within the meaning of the Securities Act. For certain Oakhurst
Funds, investment is further limited to “qualified clients”, or “qualified purchasers” within the meaning of the
Advisers Act, and the Investment Company Act, respectively. Oakhurst Funds generally have a specified minimum
investment amount as set forth in their offering materials, disclosure documents and/or governing documents.
These minimum amounts are subject to discretion, on the part of Oakhurst to permit investments of a smaller
amount generally or with respect to any investor.

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