OFS Capital Management LLC

Item 5     Fees and Compensation

General

OFS Management enters into an investment management agreement with each Client that specifies
the terms of compensation for that Client. The following discussion provides an overview of OFS
Management’s current fee and compensation arrangements.

OFS Management typically charges Clients both a base management fee (“Base Management
Fee”) and a performance-based incentive fee (“Incentive Fee”), or an asset-based management
fee (“Asset-Based Fee”). The Base Management Fee, Incentive Fee, and Asset-Based Fee vary by
Client, and OFS Management may negotiate different fee schedules for Clients (or underlying
investors) based on a variety of factors, including the nature of the Client’s proposed investments.
Moreover, certain investors may negotiate more favorable compensation arrangements, such as a
rebate or reduction on the management fee attributable to their investment, the provision of
additional information or reports, more favorable transfer rights and more favorable liquidity
rights.

Subject to the specific terms of their respective investment management agreements, OFS
Management typically bills current Clients directly for their fees quarterly, in arrears or in advance.
Future Clients, however, may authorize OFS Management to directly deduct fees from their
accounts, or the underlying investors in such Clients may elect to be billed directly for fees. Client
accounts initiated or terminated during a quarter may be charged a pro-rated base management fee,
incentive fee or asset-based fee. Upon termination of any Client account, OFS Management will
promptly refund any unearned, prepaid fees and any earned, unpaid fees will remain due and
payable by the Client.

Clients may incur certain charges imposed by custodians, trustees, brokers, and other third parties,
including custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer
and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. OFS Management’s management fees are exclusive of such brokerage commissions,
custody fees, trustee fees, fund expenses, transaction fees, and other related costs and expenses.
OFS Management does not expect to receive any portion of these commissions, fees, and costs
and will not receive a brokerage commission or other compensation attributable to the sale of
securities or other investment products. For a detailed discussion of the factors that OFS
Management considers in selecting or recommending broker-dealers for Client transactions and
determining the reasonableness of commissions and compensation for such broker-dealers, please
see “Item 12 Brokerage Practices—Selection of Broker-Dealers and Reasonableness of
Compensation.”

An affiliate of OFS Management, OFS Agency Services, LLC (“OFS Agency”), provides agency
services to lenders, including, in some cases, investment advisory Clients. This affiliate typically
receives an annual flat fee in connection with these services, but these agency fees constitute a de
minimis amount relative to OFS Management’s investment advisory fees.

BDC Management Agreements

OFS Management is currently a party to each of the BDC Management Agreements. The boards
of directors of the OFS BDC and HPCI BDC, the majority of which are independent directors,
approve the continuation of their respective BDC Management Agreement on an annual basis.
Throughout this Brochure, OFS Management refers to directors who are not “interested persons”
(as defined in the 1940 Act) as independent directors. Unless terminated earlier, each BDC
Management Agreement will remain in effect from year to year provided the board of directors of
the relevant BDC, or the holders of a majority of the outstanding voting securities of such BDC,
approve such continuation. In addition, a majority of each BDC’s independent directors must
approve the continuation of the respective BDC Management Agreement. Each BDC Management
Agreement may be terminated by either party thereto without penalty with at least 60 days’ written
notice to the other party. The holders of a majority of outstanding voting securities of each BDC
may also terminate their respective agreement without penalty with at least 60 days’ written notice
to OFS Management.

Pursuant to the BDC Management Agreements, in exchange for OFS Management’s investment
advisory services, each BDC pays OFS Management a Base Management Fee (the “BDC Base
Management Fee”) equal to a percentage of the average value of the BDC’s total assets (other
than cash and cash equivalents), adjusted for stock issuances and stock purchases, at the end of
the two most recently completed calendar quarters, payable quarterly in arrears.

In addition, each BDC pays OFS Management an Incentive Fee (the “BDC Incentive Fee”). The
BDC Incentive Fee has two components. The first part is calculated and payable quarterly in
arrears in an amount equal to a specified percentage of that portion of the BDC’s “pre-incentive
fee net investment income” (expressed as a rate of return on the value of the BDC’s net assets)
for the immediately preceding quarter that exceeds a specified hurdle rate. The second part is
determined and payable in arrears as of the end of each calendar year in an amount equal to
specified percentage of the BDC’s realized capital gains, if any, on a cumulative basis at year-
end, net of all realized capital losses and unrealized capital depreciation on a cumulative basis,
less the aggregate amount of any previously paid BDC Incentive Fee.

OFS Management provides and pays for the compensation of OFS Management’s investment
professionals and OFS Management’s affiliates, to the extent they provide investment advisory
services to one of the BDCs, and the compensation and routine overhead expenses of personnel
allocable to these services. Pursuant to the terms of the BDC Management Agreements, each
...

Item 7     Types of Clients

OFS Management provides investment advisory services to the BDCs, OCCI, the Sub-Advised
Accounts and the SMAs. Investors in the BDCs and OCCI, which include affiliates of OFS
Management, are believed to be individual retail and institutional investors of all types and kinds.
Due to the nature of each sub-advisory arrangement, the Client is the Sub-Advised Account, and
the underlying investors in each Sub-Advised Account are not known. The SMAs are
institutional investors.

The minimum account size necessary to open and maintain an account with OFS Management
varies by the type of Client. OFS BDC’s common stock is traded on The Nasdaq Global Select
Market (NASDAQ: OFS) and there are no minimum investment requirements or investor
accreditation requirements to invest in OFS BDC. OCCI’s common stock is traded on The
Nasdaq Capital Market (NASDAQ: OCCI) and there are no minimum investment requirements
or investor accreditation requirements to invest in OCCI.

The offering and sale of HPCI BDC common stock has not been registered under the Securities
Act of 1933, as amended (the “Securities Act”) or any state securities laws and such shares may
only be sold: (i) in the United States to U.S. persons who are “accredited investors” as defined in
Rule 501(a) of Regulation D of the Securities Act; and (ii) outside the United States in accordance
with Regulation S under the Securities Act. The minimum permitted purchase is $10,000,
although purchases of lesser amounts may be accepted by OFS Management in its sole discretion.

On behalf of each Sub-Advised Account, each Sub-Advisory Agreement is negotiated on a case-
by-case basis between the Affiliated Adviser or Primary Adviser and OFS Management. The
minimum account size to open and maintain an SMA with OFS Management is negotiated and
determined on case-by-case basis between the Client and OFS Management.