SDC Capital Partners LLC

Item 5 Fees and Compensation

       Each Main Fund pays management fees to SDC, either semi-annually (no earlier than each January 15
       and July 15 for each semi-annual period beginning January 1 and July 1, respectively) or quarterly in
       advance. Until the earlier of (i) the end of each Main Fund’s commitment period or (ii) the date upon
       which management fees receives or begin to accrue to SDC in respect of any successor fund that may
       be formed in respect of such Main Fund, the management fee is 2.0% (per annum) of the aggregate
       capital commitments. Thereafter, for the remaining life of each Main Fund, the management fee will
       be 2.0% (per annum) of the total outstanding capital invested in investments that were not subject to
       a disposition and an allocable portion of either (i) the expenses of such Main Fund (other than
       management fees and organizational expenses) or (ii) the expenses incurred in direct connection
       with making maintaining or disposing of each investment. It should be noted that a disposition in SDC
       Digital Infrastructure Opportunity Fund I, L.P. (“Fund I”) is defined, generally, as all dispositions. Other
       Main Funds include dispositions, generally, only where the disposition results in a reduction of
       ownership interests. Limited partners admitted to a Main Fund or increasing their capital
       commitments after the initial closing of such Main Fund will contribute their allocable share of the
       management fee that otherwise would have been payable had all limited partners been admitted at
       the initial closing of the applicable Main Fund, plus a late-closing charge. The General Partners have
       the right in their sole discretion to waive or reduce all or part of the management fee payable with
       respect to any limited partner, without waiving or reducing the management fee that is payable with
       respect to other limited partners.

       Under the Funds’ Governing Documents, the management fee will be calculated and charged on a
       basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the
       relevant Governing Documents, from the effective date of the relevant Fund until a date specified in
       the Governing Documents (the “Stepdown Date”) management fees will initially generally be
       charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments.
       Further, after the Stepdown Date, a Fund’s management fee generally will be charged and calculated
       based on a formula tied to the amount of contributed capital or the cost basis of investments
       (including, where applicable, a Fund borrowing component (including interest expenses) and, subject
       to the applicable Governing Documents, the amount of any capitalized Supplemental Fees (as
       defined below) or expenses, including costs of operating partners) made by the relevant Fund relating
       to the Fund’s aggregate investment(s) in its portfolio companies that have not been disposed of or
       permanently written-down or written off for U.S. federal income tax purposes in the manner
       described in the relevant Governing Documents (such investments, “Impaired Value Investments”).
       Due to differences in the criteria set forth in their respective Governing Documents, in the event
       where more than one Fund participates in an investment, there is the possibility that an investment

will become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not
those of one or more other Funds.

Under the Funds’ Governing Documents, where the fair market value of an investment exceeds the
total amount of investment contributions relating to such investment, post-Stepdown Date
management fees will not be calculated based upon such appreciated value and will instead continue
to be calculated based on the amount of applicable investment contributions. Conversely, the Funds’
Governing Documents do not require management fees to be reduced or refunded following the
occurrence of a writedown, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in connection
with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired
Value Investment standard under the Governing Documents. For the avoidance of doubt, following
the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total
amount of investment contributions relating to such Impaired Value Investment, then the amount
of management fees otherwise payable relating to such investment will be reduced solely based on
the ratio of the fair market value of each relevant remaining investment(s) as compared against the
amount of total investment contributions relating to such investment(s).

As a result, the amount of management fees generally will not correspond with fluctuations in the
net asset value of individual investments or of a Fund, including following the relevant investment
period, and will not be reduced in connection with any write downs (whether temporary or permanent),
except in the case of Impaired Value Investments. Except where the Governing Documents expressly
provide to the contrary, management fees generally will not be reduced (whole or in part) in
connection with any partial sales or dispositions, distributions (e.g., those resulting from a dividend
recapitalization) or reorganizations (other than if the Fund’s ownership in the applicable portfolio
company is reduced), restructurings, roll-over investments, extraordinary dividends or similar
transactions or in circumstances where one or more other Fund(s) divest their respective
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Item 7 Types of Clients

        As described in Item 4 above, SDC provides discretionary investment advice to the Funds, which are
        private investment vehicles exempt from registration under the Investment Company Act. The Funds
        are marketed exclusively to investors that generally include, without limitation, high-net worth
        individuals, pension plans, trusts, financial institutions, endowments and other U.S. and non-U.S.
        entities. Each investor is required to meet certain suitability requirements. Interests in the Funds
        are sold only to investors who meet qualification requirements under applicable securities laws.

        An investment in the Funds should be based on a prospective investor’s careful analysis of its overall
        portfolio and its own objectives and needs in the areas of diversification, liquidity, return on
        investment and risk management.

        The Governing Documents of each of the Main Funds set forth a minimum capital commitment which
        generally ranges from $5,000,000 to $15,000,000, subject to reduction at the discretion of the
        relevant General Partner. The Governing Documents of the Co-invest Funds do not provide for a
        minimum capital commitment.