Rock Hill Capital Group LLC

Item 5. Fees and Compensation

A. Rock Hill’s fee and compensation arrangements may vary depending on the particular Fund. The
   specific terms of such arrangements are set forth in each Fund’s Operating Documents. Typically, the
   Firm is compensated for its investment advisory services by way of a management fee that is charged
   to the Funds.

B. As described above, the Funds will typically pay Rock Hill a management fee, calculated and charged
   based on a percentage of called capital of the limited partners. Generally, Rock Hill deducts fees from
   the Funds. The management fee will be equal to a percentage of the annual commitments made by
   the limited partners. Further, for each successive three-month period beginning at the initial issuance
   of the applicable management fee following the investment period, the management fee will be equal
   to the product of a predetermined calculation that factors in the limited partners’ aggregate share of the
   aggregate cost basis of the investments held by the respective Fund on the day immediately preceding
   such three-month period.

C. Generally, Rock Hill charges a deal acquisition fee in connection with the acquisition of a portfolio
   company by the Funds. Eighty percent (80%) of deal acquisition fees received will offset against
   management fees. Additionally, eighty percent (80%) of all other fees paid by a Fund’s portfolio
   companies to Rock Hill or its executives including break-up fees, director fees, monitoring fees, financial
   advisory fees and success fees will be offset against future management fees.

    Generally, each Fund is responsible for the organizational and offering expenses incurred during the
    formation of such Fund. The Funds will reimburse Rock Hill for costs and expenses related to the
    organization of its Funds, including legal, accounting, filing, capital raising and other organizational
    expenses. Organizational expenses in excess of $750,000, together with all placement fees, will
    ultimately be assumed by Rock Hill through offsetting reductions in the management fee.

    The Funds will pay all other costs and expenses that are not reimbursed by each Fund’s respective
    portfolio companies, including, without limitation, legal, auditing, consulting, financing and accounting
    fees and expenses, expenses associated with the Funds financial statements, tax returns and Schedule
    K-1’s; out-of-pocket expenses incurred in connection with transactions not consummated; expenses of
    the Advisory Board and annual meeting of the investors; insurance; other expenses associated with an
    acquisition, holding and disposition of its investments, including extraordinary expenses (such as
    litigation, if any); and any taxes, fees or other governmental charges levied against the Funds.

    In the event that Rock Hill elects to use a broker-dealer to execute portfolio transactions relating to a
    particular Fund, such Fund will incur brokerage and other transaction costs. Please see Item 12 for
    more information.

D. Generally, the Funds will pay Rock Hill a management fee for its management and administrative
   services, which will be paid quarterly in advance. Details of the fees applicable to each Fund are set
   forth in each Fund’s respective Operating Documents.

E. Neither Rock Hill nor any of its supervised persons accept compensation (e.g., brokerage commissions)
   for the sale of securities or other investment products. Please see Item 10 for more information.

Item 7. Types of Clients

Rock Hill provides discretionary investment advisory services to the Funds, and the Funds are the Firm’s
only clients. The Funds are generally marketed to “accredited investors” pursuant to Regulation D of the
Securities Act of 1933, as amended. The Funds may, from time to time, be marketed to unaffiliated
investors that satisfy the requirements of a “qualified purchaser” as defined in the Investment Company
Act of 1940, and include, among others, United States and non-United States governmental and corporate
pension and profit-sharing plans, sovereign wealth funds, funds of funds, university endowments, charitable
organizations, banks, corporations, limited partnerships, limited liability companies, trusts, other entities or
high net worth individuals. Investors are subject to certain minimum investment commitments, subject to
waiver by Rock Hill in its sole discretion. Interests in Funds are sold only to investors who meet the
qualification requirements under applicable securities laws.