Charger Investment Partners LP

ITEM 5 - FEES AND COMPENSATION

       Fees generally are paid as set forth in each Fund’s Governing Documents. In general, the
Adviser receives a management fee (“Management Fee”), and each Fund’s General Partner
expects to receive a carried interest in connection with its advisory services. Charger receives
additional compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation will offset the Management Fees
otherwise payable to the Adviser to the extent set forth in the applicable Fund’s Partnership
Agreement. In addition, Charger is permitted to receive compensation for management and other
services performed in connection with the co-investments made in portfolio companies of the
Funds, as set forth in the relevant Partnership Agreement(s) and/or Side Letters(s). Investors in a
Fund also bear certain organizational and operating expenses. A summary of the Fund’s anticipated
fees and expenses follows, but investors should review the applicable Fund’s Partnership
Agreement for details regarding fee structure and expenses.

Management Fees

       As set forth and more fully described in each Fund’s Partnership Agreement, each Fund
will pay the Adviser a Management Fee.

        During the investment period of each PE Fund, the Adviser will earn a Management Fee
equal to 2% on an annual basis of aggregate capital commitments of investors that are not
designated as “affiliated partners” by such PE Fund’s General Partner. Thereafter, each PE Fund
will pay the Adviser 2% per annum of invested capital, subject to certain reductions for dispositions
and write-offs. The Management Fee for each PE Fund will commence at initial closing, or such

later date as determined by such PE Fund’s General Partner. Investors participating in a subsequent
closing of a PE Fund after the initial closing date will generally be assessed Management Fees
retroactive to the beginning of such PE Fund’s term, with an additional interest-like payment on
such amounts. The Management Fee for each PE Fund will be paid out of current income and
investment proceeds of each PE Fund and/or in the applicable General Partner’s discretion, from
drawdowns that will reduce unfunded commitments. Each PE Fund’s Governing Documents
generally permit Charger to waive or agree to reduce Management Fees, and Charger has entered
into certain arrangements in this regard.

        The Management Fee for the Catalyst Fund during the management fee initial period (the
period commencing on the date that the Fund's license as an SBIC is granted by the SBA and ending
on the fifth anniversary thereof) is generally 2% of capital commitments of investors (with certain
adjustments for investor type under SBIC regulations, excess organizational costs, certain
distributions as regulated by the SBIC Act, and other reductions as set forth in the Partnership
Agreement) plus assumed SBA leverage of up to the lesser of two times total fund commitments
or $175,000,000. The Management Fee for the Catalyst Fund after the management fee initial
period is generally 2% of invested capital, subject to certain reductions as more fully detailed in
the relevant Partnership Agreement. The Management Fee is payable quarterly in advance to the
Adviser. Installments of the Management Fee payable for any period other than a full three-month
period are adjusted on a pro rata basis according to the actual number of days in such period.

Transaction Fees

        As described in each PE Fund’s Partnership Agreement, each investor’s Management Fee
will generally be reduced by an amount equal to 80% of such investor’s allocable share of the
Transaction Fees received by Charger. Certain investors (including “friends and family” or
“affiliated partners,” each as described in the PE Fund’s Partnership Agreement) may not bear
Management Fees, and therefore such investors will not receive the benefit of a Management Fee
offset. “Transaction Fees” include any: (i) directors’ fees, financial consulting fees or advisory
fees paid to the applicable General Partner with respect to any Fund investment; (ii) transaction
fees paid to the applicable General Partner with respect to any Fund investment; and (iii) break-up
fees with respect to Fund transactions not completed that are paid to the applicable General Partner,
in each case net of certain expenses (including those described below) as set forth in the Partnership
Agreement; but not including, in any event, any amount received by the applicable General Partner,
the Operations Group (as defined below) or other person from a portfolio company as
reimbursement for expenses directly related to such portfolio company, as payment for services
provided to any portfolio company in the ordinary course of such portfolio company’s business, as
compensation for services provided by the applicable General Partner or other person as an
employee of or in a similar capacity for such portfolio company or as compensation, including fees,
incentive equity or other stock awards, for services rendered by the Operations Group (or a member
thereof) to a portfolio company or prospective portfolio company. However, compensation to the
Operations Group (and each member thereof) is further subject to the Operations Group Policy (as
defined below).

        As described in the Catalyst Fund’s Partnership Agreement, each investor’s Management
Fee in the Catalyst Fund will generally be reduced by an amount equal to 100% of such investor’s
allocable share of the Transaction Fees received by Charger.

       Various costs and expenses will reduce Transaction Fees (and therefore such amounts will
not reduce the Management Fee), including out-of-pocket costs and expenses (including travel
expenses) incurred by the applicable General Partner in connection with any consummated or
unconsummated transaction or in connection with generating any such Transaction Fees.
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ITEM 7 - TYPES OF CLIENTS

         Charger provides investment advice to the Funds. The Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act. The investors participating in the
Funds generally include individuals, banks or thrift institutions, other investment entities,
university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans,
trusts, estates or charitable organizations or other corporations or business entities and may include,
directly or indirectly, principals or other employees of Charger and members of their families,
members of the Operations Group, Operating Partners or other service providers retained by
Charger.

       The Funds may include alternative investment vehicles established from time to time in
order to permit one or more investors to participate in one or more particular investment
opportunities in a manner desirable for legal, tax, regulatory or other similar reasons. Alternative
investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles
independent of limitations or other procedures set forth in the organizational documents of such
vehicles and the related Fund.

        Investors are generally “accredited investors” within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended, and are generally “qualified purchasers” within the meaning
of Section 2(a)(51) under the Investment Company Act and “qualified clients” within the meaning
of Rule 205-3 under the Advisers Act. Each Fund generally has a minimum investment amount for
third-party investors as provided in such Fund’s Partnership Agreement. Such minimum
investment amount may be waived by Charger.