Charter Oak Advisors LP

ITEM 5: FEES AND COMPENSATION

Item 5.A. Description of Compensation Arrangements

The Fund is currently offering two classes of limited partnership interests to prospective investors: “Class
A Interests,” and “Class B Interests” (collectively, the “Interests”). While Founders Class A and
Founders Class B interest had historically been offered, these classes are now closed to new investors. The
Fund has also created certain Special Class Series, as described below and in Item 8.A. Methods of Analysis
and Investment Strategies.

Management Fees:

The Fund will pay to Charter Oak a fee for its services (the “Management Fee”) for each fiscal quarter
equal to a quarter of the result of the applicable Management Fee Rate described in the chart “Key Terms
and Features of Each Class of Interest”, noted below, multiplied by the balance of each capital account of
a Limited Partner as of the beginning of such fiscal quarter (before taking into account the estimated
accrued Incentive Allocation, if any). The Fund will calculate and pay the Management Fee in advance
but will amortize the Management Fee monthly over the fiscal quarter for which such Management Fee
is paid.

Charter Oak may, without the consent of the Limited Partners, cause the Management Fee to be charged
to and paid by the Master Fund instead of the Feeder Fund.

In the sole discretion of Charter Oak, the Management Fee may be waived, reduced or calculated
differently with respect to the capital account(s) of any Limited Partner, including any Charter Oak-
Related Investor. The General Partner’s Capital Account will not be debited with any Management Fee.

Incentive Fee Allocation:
The Master Fund has established a capital account for each of the Funds and the General Partner and, to
track the investments, Management Fee, incentive fee allocation and expenses attributable to each Limited
Partner and shareholder in the Offshore Fund, the Master Fund will establish series capital accounts (each,
a “Series Capital Account”) within the capital accounts of the Master Fund that correspond to each
Limited Partner’s Capital Account and each series of shares held by Shareholders in the Offshore Fund.

Class A Interests

Generally, at the end of each Fiscal Year, the Master Fund will reallocate from each Series Capital
Account to the Master Fund capital account of the General Partner, in its capacity as general partner of
the Master Fund, an amount equal to the result of the Incentive Allocation Rate defined below in the chart
“Key Terms and Features of Each Class of Interest,” multiplied by the amount of the net capital

appreciation allocated to each Series Capital Account for such Fiscal Year after reduction of the
Management Fee and any other applicable expenses of the Fund.

The Master Fund utilizes an incentive fee allocation calculation, commonly described as a modified high-
water mark as further described in the Governing Documents.

Class B Interests

Generally, at the end of each Fiscal Year, the Master Fund will reallocate from each Series Capital Account
to the Master Fund capital account of the General Partner, in its capacity as general partner of the Master
Fund, an amount equal to Incentive Allocation Rate defined below in the chart “Key Terms and Features
of Each Class of Interest” multiplied by the amount by which the Net Return for such Fiscal Year exceeds
the benchmark amount (“Benchmark Amount”) for such Series Capital Account. The Benchmark Amount
is the amount that a Series Capital Account would have earned or lost during such period if the balance of
such Series Capital Account achieved a rate of return equal to that of the S&P 500 Equal Weight Index.
                                 Key Terms and Features of Each Class of Interest

                                         Management Fee Rates1          Incentive Allocation Rates

             Class A Interests       1.50%                        Full Incentive Allocation Rate

                                                                  17.5% when there is zero balance in
                                                                  the Loss Recovery Account

                                                                  Reduced Incentive Allocation Rate

                                                                  8.75% when there is a balance in the
                                                                  Loss Recovery Account

             Class B Interests       1.50%                        30%

The Master Fund utilizes an incentive fee allocation calculation, commonly described as a modified high-
water mark. Investors should refer to the Governing Documents for a detailed description of how the high-
water mark is calculated for their respective class.

The General Partner and Charter Oak has also offered one or more Limited Partners the opportunity to
participate in one or more investment opportunities along with the Fund, each of which will be tracked in
its own separate class of Interests (each, a “Special Class Investment”). The Funds will issue a series of
Interests corresponding to each Special Class Investment (each such series, a “Special Class Series” and
each Limited Partner holding such series, a “Special Class Investor”). The terms, rights and obligations
with respect to a Special Class Series will be set forth in the partnership agreement or a supplemental
partnership agreement. The terms, rights and obligations will differ from the Investor’s investment in the
Funds as described above in the chart “Key Terms and Features of Each Class of Interest”. Special Class
Investors should review the Governing Documents for further details regarding Special Class Investments.
Item 5.B. Manner of Fee Payment

Fees as described in Item 5.A. Description of Compensation Arrangements are allocated against the capital
account of each Investor.

Item 5.C. Other Fees Clients May be Charged
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ITEM 7: TYPES OF CLIENTS

Charter Oak provides discretionary investment management services to pooled investment vehicles in
which interests may be offered to other private funds, high-net worth individuals, and institutions, as
described in Item 4.B.