Balance Point Capital Advisors LLC

Item 5.        Fees and Compensation

        Balance Point is generally compensated for advisory services through management fees. The
calculation of fees payable by a Fund is complex and investors should carefully review specific
information about each Fund’s fees and expenses as provided in each Fund’s Offering Documents.

Management Fees

        Balance Point generally charges each Fund an annual management fee (the “Management
Fee”) based on either (i) the aggregate invested cost of all investments of the Fund or (ii) the committed
capital to the Fund, based on the applicable Fund’s Limited Partnership Agreement.

         All Funds pay Balance Point a Management Fee, which is paid on a quarterly basis in advance.
For the initial investment period, this Management Fee is equal to 2.0% per annum of total capital for
the SBIC Funds, including leverage (both drawn and undrawn) from the Small Business
Administration (“SBA”). Following the initial investment period, the Management Fee is equal to 2.0%
per annum of then currently invested capital. For CGC, Management Fees are 1.5% per annum of total
committed capital during the initial investment period and 1.5% per annum of then currently invested
capital thereafter. For Institutional Funds, Management Fees are 1.75% per annum of each Limited
Partner’s subscription commencing on the Initial Investment Date, respectively, through the earliest
to occur of (1) the date on which the Investment Period, as defined in each of Institutional Fund’s
Partnership Agreements, respectively, expires or terminates and (2) the date of dissolution of the
Partnership (the earliest such date, the “Fee Reduction Date”), and following the Fee Reduction Date
through the end of the Partnership, in an amount equal to, with respect to each Limited Partner, 1.75%
of such Limited Partner’s Actively Invested Capital, as defined in each of the Institutional Fund’s
Partnership Agreements, respectively. At the discretion of Balance Point, and subject to the Governing
Documents, Balance Point is permitted to waive or agree to reduce the Management Fee or the
Performance Fee (as defined below) and agree with Limited Partners to other changes to a Fund’s
Management Fee, such as calculating the Management Fee, for certain Limited Partners in an
Institutional Fund, based on Actively Invested Capital throughout the life of such Fund. Please see
“Management Fee; Carried Interest” below.

Performance Fee

       In addition to the Management Fee, certain Funds may allocate a portion of their distributable
proceeds to affiliates (the “Performance Fee”). The Performance Fee is subject to the achievement
of a specified cumulative annual return, compounded annually on the amount of the investor’s

unreturned capital contributions, as of the date of determination (“Preferred Return”). The
Performance Fee will be paid pursuant to a Fund’s respective Limited Partnership Agreement. As
certain other provisions may apply, investors are urged to review the relevant Fund’s Limited
Partnership Agreement for specific information related to the calculation and payment of a
Performance Fee.

Other Fees and Expenses

         As more fully described in the Funds’ Governing Documents, Funds may reimburse Balance
Point or an affiliate for certain fees and expenses. In addition to the Management Fee and organizational
expenses, where permitted under the Fund’s Governing Documents, a Fund will be responsible for all
other fees, costs and other expenses incurred by or otherwise related to the business, affairs and
operations of the Fund, including, without limitation: (a) in connection with the due diligence,
negotiating, structuring, purchase, acquisition, hedging, holding, monitoring, valuing, restructuring,
transferring, trading or sale, including items incurred in connection with the development of any
portfolio investment (e.g., the employment of third-party consultants or engineers) as well as utilized
software and other service providers, of any investment (including transactions that are not
consummated); (b) legal, tax, accounting, valuation (including with respect to any fairness, valuation
or similar opinion), appraisal, depositary (including any depositary appointed pursuant to AIFMD, as
defined below), consulting, investment banking, commercial banking, borrowing, custodial, auditing,
accounting and other professional service fees and expenses; (c) travel, and the fees and expenses of
any third-party administrator, including a third-party administrator providing shadow accounting
books and records, of the Fund; (d) brokerage and finders’ fees and commissions; (e) all expenses
incurred in connection with the securing of financing, including but not limited to expenses related to
the negotiation and documentation of agreements with one or more lenders; (f) all expenses related to
investing the Fund’s cash reserves; (g) all costs and fees relating to the administrative and audit
expenses of the Fund, and the preparation, printing and distribution of financial statements and other
filings and Schedule K-1s (and similar schedules) of the Fund and the General Partner, including
portfolio valuations and tax returns of the Fund to its partners, governmental authorities or self-
regulatory organizations and other third party expenses incurred in connection with secure
communications of the Fund, including, without limitation, valuation, accounting, financial
management and investor portal software, license, subscription and usage fees of software to track
portfolio company financial or legal metrics; (h) expenses relating to developing and maintaining
artificial intelligence tools and systems, including machine learning technology and generative
artificial intelligence (collectively, “AI Technologies”), including, but not limited to, costs of
diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and
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Item 7.        Types of Clients

        Balance Point provides investment advice to the Funds. Balance Point may, in the future,
provide investment advice to other funds, including continuation vehicles (i.e., investment partnerships
or other investment entities formed under domestic or foreign laws and operated as private funds
excepted from the definition of investment company under the Investment Company Act of 1940, as
amended) or to individual advisory clients (or separately managed accounts). The investors
participating in the Funds may include individuals, banks or thrift institutions, other investment
entities, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and may include, directly or indirectly, principals or personnel of
Balance Point, former principals or personnel of Balance Point and members of their families, other
service providers retained by Balance Point or a Fund, capital providers to a lending transaction in
respect to portfolio companies, executives of portfolio companies and their families as well as persons
with an interest, directly or indirectly, in Balance Point and any General Partner.

         The Funds may include Alternative Investment Vehicles established to permit one or more
investors to participate in one or more particular investment opportunities in a manner desirable for
tax, regulatory or other reasons. The minimum investment amount, if any and as applicable, and other
criteria for investments in Funds are set forth in the relevant Governing Documents. Such minimum
commitment may be waived by Balance Point. Balance Point expects to offer Fund interests to
“accredited investors” and “qualified purchasers” (and with respect to interests in the General Partner
of a Fund, certain Balance Point personnel who qualify as “knowledgeable employees”) as such terms
are defined under the Investment Company Act.