CARO Investors Management LLC

ITEM 5: FEES AND COMPENSATION

               A. Fee Schedule

               The Firm receives management advisory fees (“Management Fees”) and carried interest1 for
               providing investment advisory services to its Clients. In advance of the start of each calendar
               quarter, the Fund pays to Caro Investors quarterly Management Fees (as defined in the
               relevant governing documents) based on capital commitment and/or invested capital, as
               described in the Fund’s Governing Documents,

               Caro Investors, in its discretion, may waive or reduce the Management Fees applicable to
               the Clients or all or any of the investors in the Fund or agree with an investor to waive or alter
               the Management Fee as to that investor. The Management Fees charged, or the manner in
               which it may be reduced, is described in the Governing Documents of the applicable Fund.
               The Investor in the SCV will receive more favorable economic terms.

               There can be no assurance as to when capital will be invested or that the entire capital
               commitment of an investor will be invested by the Funds.

               Caro Investors is apportioned carried interest distributions from the Fund (“Carried Interest“)
               in accordance with the Governing Documents. The Carried Interest is also subject to a
               “clawback”, which means that the General Partner is required to return, to the investors of the
               Fund, distributions it receives from such Fund which constitute Carried Interest under such
               Fund’s Governing Documents if such distributions to the General Partner of such Fund
               exceed the amount of Carried Interest distributions payable to the General Partner pursuant
               to the terms of the applicable Governing Documents.

               With respect to the Fund, Management Fees generally do not exceed 1.50% per annum on
               invested capital, and 1% on capital commitments. Carried Interest distributions, which are
               subject to a distribution waterfall, generally do not exceed 20% of the profits earned by the
               Fund subject to a catch-up provision. The General Partner, the Key Person, Caro senior
               professionals, and their respective Affiliates (collectively, the “Affiliated Limited Partners”)
               shall be required to invest in the Partnership (or any of the Parallel Funds, if any). The
               Affiliated Limited Partners will make their respective Capital Commitments to the Investments
               as Limited Partners of the Partnership. The Affiliated Limited Partners will not pay (or
               otherwise bear the economic detriment of) Management Fees or pay Carried Interest and
               will have no right to serve on the Advisory Committee. Our fees are subject to negotiation
               under certain special circumstances. Management Fees are paid quarterly in advance.

               With respect to the SCV, Management Fees are negotiated with the institutional clients
               entering into these arrangements. Due to the overflow investment nature of these vehicles,
               the investors typically pay a lower Management Fee for these interests than they do for
               interests in the Fund. Fees and other economic terms may be subject to negotiation under
               certain special circumstances. Investors should refer to the Fund’s Governing Documents for

1   Carried interest is received via the General Partner of the applicable Fund.

         additional or supplementary information as well as the fees paid by such Fund, since fees
         and expenses may vary.

         B. Other Fees and Expenses

         The Client bears the expenses of its organization (subject to a maximum amount or
         organizational expenses as set forth in the applicable Governing Documents) and all
         operational expenses incurred in connection with the acquisition, origination, sale, financing,
         refinancing, management, disposition, and pay-off of debt investments, and the fees and
         expenses of third-party service providers to the Client, all pursuant to the Governing
         Documents. The SCV pays a pro-rata share of the applicable expenses.

         C. Prepayment of Fees and Refunds

         Caro Investors will be entitled to all accrued but unpaid Management Fees through the date of
         termination of the applicable Management Agreement and will not be required to return any
         such Management Fees to the Funds or investors in the event of termination of the
         Management Agreement.

         Except as otherwise provided in the Fund’s Governing Documents, no investor may withdraw
         from a Fund or make a demand for or receive paid-in capital.

ITEM 7: TYPES OF CLIENTS

         For a discussion of our Clients, please refer to Item 4 above.

         The Firm generally requires investors in the Fund to make a minimum capital commitment to
         the Fund, although the amount of the minimum may vary as the Firm launches other Funds
         in the future. The minimum investment requirements may be waived by Caro Investors or the
         Funds’ General Partner in its sole discretion. Investors that are U.S.-based persons must be
         “accredited investors” under Regulation D under the Securities Act, and, for certain, “qualified
         purchasers” under Section 2(a)(51)(A) of the Investment Company Act. The Funds charge
         performance fees only with respect to those investors in the Funds who are “qualified Client”
         eligible to pay performance fees under the Advisers Act.

         The Firm requires Clients and investors to make representations concerning their financial
         sophistication and ability to bear the risk of loss of their entire investment.