Charlesbank Capital Partners LLC

Item 5 – Fees and Compensation

Management Fee

Pursuant to its written Advisory Agreement with each Charlesbank Fund, Charlesbank is entitled to an
annual management fee typically calculated based on a percentage of committed capital or remaining
invested capital with respect to such Charlesbank Fund. Management fees with respect to the Flagship
Equity Funds are payable quarterly in advance and management fees with respect to the Credit Funds are
payable quarterly in arrears. Management fees may be reduced during the life of a Charlesbank Fund.
Management fees paid by a Charlesbank Fund are indirectly borne by the limited partners in such
Charlesbank Fund but such management fees are added to the cost of investment prior to any performance-
based fees (as discussed below in Item 6) taken by Charlesbank. Investors participating in a closing after a
Charlesbank Fund’s initial closing date bear management fees from the initial closing date, generally in
addition to an interest component payable to Charlesbank or an affiliate thereof.

  On February 1, 2026, Charlesbank’s Technology Opportunities Fund investment team and business line, including
related funds previously listed in Charlesbank’s Form ADV Part 1A (the “Technology Opportunities Business”),
spun out into a separate advisory business unaffiliated with Charlesbank. Clients and asset amounts included herein
are presented as of December 31, 2025, except for those relating to the Technology Opportunities Business, which
have been excluded, given that they are no longer a part of the Registrant’s advisory business.

The precise amount of, the timing and the manner and calculation of, and the annual management fee (and
the terms of the reimbursement of expenses) for each Charlesbank Fund are set forth in such Charlesbank
Fund’s Governing Documents. Management fees may differ from one Fund to another, as well as, in limited
circumstances as allowed by a Fund’s Governing Documents, among limited partners in the same Fund.

The management fees and other fees described herein are generally subject to modification, waiver or
reduction by Charlesbank in its sole discretion, both voluntarily and on a negotiated basis with selected
limited partners via Side Letter and other arrangements, which may not be disclosed to other investors in
the same Charlesbank Fund. With respect to certain Charlesbank Funds as set forth in more detail in such
Charlesbank Fund’s Governing Documents, the management fees are generally reduced by 100% of
placement agent fees, excess organizational expenses and/or the receipt by Charlesbank or its related
persons of various fees paid by actual or prospective portfolio companies. The management fee and other
fees with respect to the Charlesbank Funds are generally subject to waiver or reduction by Charlesbank in
its sole discretion. The amount and manner of any such reduction, if any, is set forth in the Governing
Documents of the applicable Charlesbank Fund. The fee structures described above may be modified from
time to time as allowed by a Fund’s Governing Documents. Charlesbank directly invoices the limited
partners of each such Charlesbank Fund for their portion of the management fee. In the event an Advisory
Agreement is terminated, any fees paid in advance, and not yet earned, will be handled in a fair and equitable
manner as determined by Charlesbank in its sole discretion. In accordance with the terms of the limited
partnership agreement for each Charlesbank Fund, Charlesbank has the right to waive or reduce the
management fee with respect to certain investors in the Executives Entities relating to such Charlesbank
Funds. The GP Entities and Associates Entities do not pay a management fee.

As described above, Charlesbank is permitted to waive or reduce all or a portion of the management fee
paid by a Fund in full or partial satisfaction of any obligation of the general partner and certain employees
and former employees of Charlesbank or its affiliates, certain business associates, other “friends of the
firm,” or other persons to invest in and alongside such Fund. Any such waived or reduced portion of the
management fee may be treated as a deemed capital contribution by the general partner and its affiliates in
respect of the general partner’s commitment after the date such waived amount would otherwise be due and
reduces the amount of capital the Fund’s general partner would otherwise be required to contribute to such
Fund as part of its commitment. A Fund’s investors other than the general partner are required to make a
pro rata contribution according to their respective capital commitments to the Fund. The exercise of such
waiver results in an acceleration of investor capital contributions. Waived or reduced management fees
generally are not subject to any reduction of the management fee described under “Other Fees and
Allocation of Management Fee Offset” below.

With respect to the timing of any management fee offset, it is possible that, due to management fees being
waived or reduced by a Fund’s general partner, or due to when compensation subject to offset is received,
such offsets will not be fully realized by investors in a Fund until the liquidation of such Fund. As a result,
the unapplied offset will provide a benefit to the general partner until such liquidation. To the extent that
upon the dissolution, winding-up and liquidation of a Fund, or the withdrawal or removal of the relevant
general partner, any such unapplied offset (including the offsets described under “Other Fees and
Allocation of Management Fee Offset” below) has not been fully utilized, Charlesbank shall pay to the
management fee-bearing limited partners who have elected in their subscription agreement to receive their
pro rata portion of the amount thereof which has not been so utilized (with the pro rata portion thereof of
each other limited partner retained by Charlesbank or the general partner), subject to the requirements of
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Item 7 – Types of Clients

Charlesbank provides investment advisory services to pooled investment vehicles exempt from registration
under the 1940 Act, which are organized as limited partnerships and for which an affiliate of Charlesbank
serves as general partner or controls the general partner. Investment advice is not given to the limited
partners of the Funds.

Investors in the Charlesbank Funds typically include endowments and foundations, corporate and public
pension funds, private funds, financial institutions and family offices.

There is typically a minimum dollar amount requirement for the creation of a new Fund, which is decided
by the applicable Fund general partner. This amount varies by Fund and is not a specified amount set by
Charlesbank. Additionally, there is generally a minimum investment amount for the limited partners within
each Fund discussed in the applicable Fund private placement memorandum. The applicable Fund general
partner reserves the right to, and periodically does, waive the minimum investment amount for the limited
partners.

Investors in Charlesbank Funds are required to meet certain suitability qualifications, such as being an
“accredited investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act.
Also, investors will be required to make certain representations when investing in a Charlesbank Fund,
including, but not limited to, representations that (i) they are acquiring an interest for their own account,
(ii) they received or had access to all information they deem relevant to evaluate the merits and risks of the
prospective investment and (iii) they have the ability to bear the economic risk of an investment in the
Charlesbank Fund. Details concerning applicable investor suitability criteria are set forth in the respective
Charlesbank Fund’s confidential private placement memorandum and subscription materials, if and as
applicable, which are furnished to each prospective investor prior to such investor’s determination to invest.

The Charlesbank Funds have in the past entered into, and expect to enter into in the future, Side Letters
with investors in the Charlesbank Funds that have the effect of establishing rights under or altering or
supplementing the terms of the Governing Documents of a Charlesbank Fund as they apply to a particular
investor in that Charlesbank Fund. As a result of such Side Letters, to the extent permitted under applicable
law, certain investors can receive additional benefits that other investors will not receive.