OIC LP

ITEM 5        FEES AND COMPENSATION

       As detailed below, the Advisers will receive management fees and carried interest in
connection with providing investment advisory services to the clients.

        Generally, each Fund (other than Co-Invest Funds) will pay a management fee quarterly
in advance until the termination of the respective Fund. Installments of the management fee
payable for any period other than a full quarterly period generally are adjusted on a pro rata basis
according to the actual number of days in such period. In addition, the Advisers receive
performance fees or allocations in respect of certain Funds, as further described in Item 6. The
Advisers also share in original issue discount generated by certain Funds’ investments. Investors
in the Funds also bear certain Fund expenses as further described below. Except as otherwise
described in the applicable Fund’s Governing Documents, expenses, investment advisory and
Other Fees (as defined below) are expected to be paid over the term of the applicable Fund and
Limited Partners generally are not permitted to withdraw or redeem interests in such Fund.

        With respect to Co-Invest Funds, the Advisers, in their sole discretion, have and in the
future are permitted to negotiate any fee arrangements on a vehicle-by-vehicle basis, but fees will
generally include commitment-based fees, performance-based fees or allocations, expense
reimbursements or other administrative fees similar to those described above relating to the
Funds. Any such management or administrative fees received by the Advisers relating to a Co-
Invest Fund do not offset the management fees paid to the Advisers by the Main Funds. Further,
Co-Invest Funds often do not pay a management fee, so they do not participate in management
fee offsets. However, in certain instances where the co-investors are not Limited Partners in a
Main Fund, the Co-Invest Funds could pay management fees. Additionally, OIC often charges an
administrative upfront fee to certain co-investors which is generally 2.0% of the capital
commitment. With respect to a certain subset of Co-Invest Funds related to Main Funds that do
not charge management fees and therefore have no fee offset, OIC applies the full amount of
other fee income (e.g., directors fees, transaction fees, monitoring fees and similar fees as set
forth in the Funds’ Governing Documents) (“Other Fees”) to offset the Main Fund’s management
fee. In respect of all other Co-Invest Funds and certain other Main Funds that do not charge
management fees (and therefore do not offset Other Fees), OIC will retain such Funds’ allocable
share of Other Fee income and apply the remaining share of Other Fees to offset their respective
Main Fund’s management fee.

        The General Partners of certain Funds have entered into certain Side Letters with one or
more large and/or strategic Limited Partners which provide such Limited Partners with priority
co-investment rights (but do not obligate the applicable General Partners to offer to such Limited
Partners any co-investment opportunities) and offer a reduction in management fees payable by
such Limited Partners to the applicable Funds in the event that a pre-determined amount of
qualifying co-investment opportunities are not presented to such Limited Partners during the
commitment period of the applicable Funds. There will likely be limited availability of co-
investment opportunities for other Limited Partners not party to such Side Letters.

         The fees payable by each SMA client are negotiated on an account-by-account basis and
are set forth in the respective Investment Management Agreement or other applicable Governing
Document. Under these arrangements, each SMA will generally pay the Advisers a quarterly

management fee calculated as a percentage of invested capital (net of realized investments and
write-off amounts), as well as a performance-based fee or incentive allocation, as further
described in Item 6. In respect of such SMA arrangements, the Advisers' management fee is
subject to a dollar-for-dollar offset for certain transaction, monitoring, advisory, and similar fees
received by OIC or its affiliates in connection with portfolio investments, net of related expenses.
The Advisers, in their sole discretion, are permitted to negotiate the specific terms of any
management fee, performance-based fee or allocation, or other compensation arrangement with
each SMA client, and such terms tend to differ materially from those applicable to the Funds.

        The Advisers have the authority, in their sole discretion, to exempt, and have exempted,
certain Limited Partners, including OIC principals and employees, friends and family, and
members of the board of senior advisors (“Senior Advisors”), from paying all or a portion of a
Fund’s management fees and/or carried interest. In addition, the Advisers are permitted to form
Co-Invest Funds that are not subject to management fees and/or carried interest.

      After payment of the Advisers’ overhead and expenses, OIC principals and certain
employees will receive residual portions of the management fee, carried interest or other
compensation received by OIC or the other Advisers.

        As permitted under the applicable Governing Documents, the Advisers are permitted to,
in their sole discretion, waive a portion of the management fee payable by a Fund’s Limited
Partners to the Advisers. Upon a waiver, the Limited Partners in a Fund could be required to make
a pro rata contribution according to their respective commitments to Fund any such waived
management fee that the Advisers elect to treat as a contribution. As a result, the exercise of such
waiver reduces the amount of capital the Advisers would otherwise be required to contribute to a
Fund and has the potential to result in an acceleration of a Limited Partner’s capital contributions.
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ITEM 7        TYPES OF CLIENTS

         The Advisers provide discretionary investment advice solely to the Funds and SMAs,
although the Advisers expect to advise other types of clients in the future. In respect of the Funds,
investment advice is provided directly to a Fund and not individually to the Limited Partners of
such Fund. Funds could include investment partnerships or other pooled investment vehicles
formed under U.S. or non-U.S. laws and operated as privately offered, exempt investment pools
pursuant to applicable exemptions under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). The investors participating in Funds generally include individuals,
banks or thrift institutions, sovereign wealth funds, pension and profit-sharing plans, trusts,
estates, charitable organizations or other corporations or business entities and also could include,
directly or indirectly, principals or other employees of the Advisers. In some cases, private equity
professionals from other private equity firms and other service professionals (e.g., outside
counsel) will likely also be invested in the Funds. The investors participating through the SMAs
include certain institutional clients, including insurance companies. With respect to such
institutional clients, investment advice is provided directly to the client and not to any underlying
policyholders or beneficiaries. Advisory services for institutional clients are provided pursuant to
the respective Investment Management Agreements or other Governing Documents that include
certain client-specific investment guidelines, approval rights, and other contractual terms.

        The Advisers have overall responsibility to manage and control the business affairs of the
clients, including the exclusive authority to oversee and establish policies regarding the
management, conduct and operation of the business. The Advisers manage the clients in
accordance with the terms of each client’s Governing Documents.

       Typically, Fund investors are required to invest at least $5 million, but such amounts can
be and have been reduced with the prior agreement of the Advisers, in their sole discretion.

        Fund interests are offered and sold under applicable exemptions from registration under
the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act,
and each Fund typically requires that each investor be (i) an “accredited investor” as defined
under Regulation D of the Securities Act; (ii) a “qualified client” as defined under Rule 205-3 of
the Advisers Act; and (iii) a “qualified purchaser” or other “knowledgeable employees” of the
Advisers, in each case as defined under the Investment Company Act. Some Fund interests are
sold under applicable exemptions from registration under the Securities Act and the Investment
Company Act that only require the investors of such Funds to be an “accredited investor” as
defined under Regulation D of the Securities Act and/or “knowledgeable employees” of the
Advisers, in each case as defined under the Investment Company Act. The offering of such Fund
interests are generally limited to OIC professionals, family members, friends, certain business
executives and estate planning vehicles of the foregoing.