Overland Advisors LLC

FEES AND COMPENSATION

    A. Advisory Fees and Compensation.

                The fees applicable to each Fund are set forth in detail in each Fund’s
offering documents and / or advisory agreements, as applicable. A brief summary of the
fees payable by the BDC is provided below. The fees payable by the Private Fund are
similar in structure to the fees payable by the BDC and are described in the Private Fund’s
offering documents.

                  Management Fee

                The BDC pays Overland Advisors a quarterly management fee equal to an
annual rate of 1.25% of the average of the value of the BDC’s net assets (excluding cash
and cash equivalents) as of the last day of the most recently completed calendar quarter
and the last day of the immediately preceding calendar quarter, payable quarterly in arrears.

                  Incentive Fee

                  The BDC also pays Overland Advisors an incentive fee consisting of two
parts:

                  (i)      the “investment income incentive fee,” calculated and payable on a
                           quarterly basis, in arrears, and equals 15% of pre-incentive fee net
                           investment income for the applicable calendar quarter, subject to a
                           quarterly preferred return of 1.625% (i.e., 6.5% annualized)
                           measured on a quarterly basis with a “catch-up” feature, and

                  (ii)     the “capital gains incentive fee,” an annual fee determined and
                           payable, in arrears, as of the end of each calendar year in an amount
                           equal to 15% of realized capital gains, if any, determined on a
                           cumulative basis from inception through the end of such calendar
                           year, computed net of all realized capital losses and unrealized
                           capital depreciation on a cumulative basis from inception through
                           the end of such calendar year, less the aggregate amount of any
                           previously paid capital gains incentive fees.

    B. Additional Fees and Expenses.

         Overland Advantage:

              Administration Agreement: The BDC has entered into an administration
agreement (the “Administration Agreement”) with an affiliate of Overland Advisors
pursuant to which the administrator will provide administrative services necessary for the
BDC to operate. The BDC will reimburse the administrator for its costs and expenses,
which may include an allocable portion of overhead incurred by the administrator in

Overland Advisors, LLC – Form ADV Part 2, filed as of March 31, 2026                      Page 3

performing its obligations under the Administration Agreement and as described in the
BDC’s registration statement. Any sub-administrator will separately be compensated for
performing sub-administrative services under the sub-administration agreement and the
cost of such compensation, and any other costs or expenses under such agreement, will be
in addition to the cost of any other services borne by the BDC under the Administration
Agreement.

                 Operating Expenses: The BDC’s primary operating expenses include, but
are not limited to: the payment of fees to the Advisor under the investment advisory
agreement, the BDC’s allocable portion of overhead expenses under the Administration
Agreement, and all other costs and expenses relating to the BDC’s operations and
transactions, including: operational and organizational costs; the cost of calculating the
BDC’s net asset value, including the cost and expenses of third-party valuation services;
fees and expenses payable to third parties relating to evaluating, making and disposing of
investments, including Overland Advisors’ or its affiliates’ travel expenses, research costs
and out-of-pocket fees and expenses associated with performing due diligence and reviews
of prospective investments, monitoring investments and, if necessary, enforcing the BDC’s
rights; the fees and expenses relating to the development, licensing, implementation,
installation, servicing and maintenance of, and consulting with respect to computer
software, technology and information technology systems used in connection with the
management of the BDC’s investments including, without limitation, costs and expenses
of technology service providers and related software, hardware and subscription-based
services utilized in connection with the BDC’s investment and operational activities,
including but not limited to, the origination and monitoring of investments; expenses
related to the maintenance of registered offices and corporate licensing; corporate licensing
and other professional fees (including, without limitation, expenses of consultants
(including, but not limited to, consulting fees for, and other amounts payable to, senior or
special advisors, certain other advisors, operating partners and other similar professionals
incurred by a client for the benefit of such client or such client’s investments or portfolio
companies) and other experts); bank service fees; withholding and transfer fees; loan
administration costs; costs incurred in connection with trademarks or other intellectual
property; interest payable on debt and other borrowing costs, if any, incurred to finance the
BDC’s investments; costs of effecting sales and repurchases of the BDC’s common shares
and other securities; the management fee and any incentive fee; distributions on the BDC’s
common shares; transfer agent and custody fees and expenses; the allocated costs incurred
by the administrator in providing managerial assistance to those portfolio companies that
request it; other expenses incurred by the administrator, brokerage fees and commissions;
sourcing or finder’s fees; costs and expenses of distributing and placing interests in the
...

TYPES OF CLIENTS

              Overland Advisors provides investment advice to a business development
company, a Private Fund, and other investment vehicles.

Overland Advisors, LLC – Form ADV Part 2, filed as of March 31, 2026          Page 10