Chatham Capital Management LLC

Item 5        Fees and Compensation

         A.   Management Fee.

              All advisory clients (i.e., the Funds) are “qualified purchasers” as defined in Section

              2(a)(51) of the Investment Company Act of 1940, as amended (the “Company

              Act”). Consequently, Chatham Capital Management, LLC is not required to include

              specific fee information in this Brochure relating to the Funds.       These fees are

              provided for in the governing documents of the Funds and are not negotiable once

              the Funds have accepted commitments from investors.

         B.   Timing and Deduction of Management Fee. The Management Fee is permitted

              to be paid, in advance, semi-annually on the first day of January and July, or more

              frequently as determined by Chatham Capital Management, LLC.

              The Management Fee is paid by the Funds.

         C.   Other Expenses.

              Organizational Expenses. The organizational expenses of the Funds, which we

              refer to in this Brochure as the Formation Expenses, will be paid by the Funds

              from the initial capital contributions as described in the Funds’ respective

              governing documents. Any placement fees paid by the Fund, will ultimately be

              borne by the Manager and/or its affiliates through offsetting reductions to the

              Management Fee.

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              Expenses Paid by the Manager

              Chatham Capital Management, LLC will generally pay all of its ordinary

              administrative and overhead expenses, such as:

              •     the expenses of obtaining office space, supplies and its administrative

                    activities; and

              •     compensation of its personnel.

              Expenses Paid by the Funds

              The Funds will generally pay the expenses incurred in connection with their

              activities, which we refer to in this Brochure as the Fund Expenses, such as:

              •     the Management Fee;

              •     legal, auditing, insurance, consulting, annual meeting, website, investor

                    communication and accounting expenses;

              •     expenses associated with the preparation of the financial statements, tax

                    returns and K-1s of the Funds;

              •     out-of-pocket expenses of investments not consummated;

              •     other expenses associated with acquiring, managing, holding, marketing and

                    disposing of investments of the Funds, including extraordinary expenses

                    (such as litigation, if any); and

              •     leverage costs and costs associated with a capital line facility or pledged

                    assets facilities. (See Item 8 under Leverage).

              Costs relating to an investment in which the Funds co-invest with other investment

              vehicles (other than costs associated with the use of leverage by the other

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              investment vehicles) are generally shared between the Funds and the other

              investment vehicles in proportion to each fund’s participation in the investment.

              From time to time, investors may be required to make capital contributions to the

              Funds for their share of any Fund Expenses if the Fund has insufficient cash on

              hand to pay these expenses. Investors are not required to make an additional capital

              contribution for Fund Expenses to the extent the contribution would exceed the

              unused portion of the investor’s commitment except to the extent that these

              amounts constitute the return of distributions previously made to investors. A

              capital contribution by an investor to pay Fund Expenses (other than returned

              amounts) reduces that investor’s commitment.

         D.   Advance Payment of Management Fee. The Management Fee is payable in

              advance on the first day of each January and July, or more frequently as determined

              by Chatham Capital Management, LLC.

              If the Funds do not have sufficient cash on hand to pay the Management Fee, the

              investors are required to contribute an amount equal to their pro rata share of the

              applicable Management Fee, which contributed amount is in addition to the

              commitment of that investor.

         E.   No Compensation For Sales of Securities.              None of Chatham Capital

              Management, LLC or any of its supervised persons accept compensation for the

              sale of securities or other investment products.

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Item 7        Types of Clients

              Chatham Capital Management, LLC provides investment advice solely to one or

              more pooled investment vehicles generally offered to accredited investors and

              qualified purchasers pursuant to Section 3(c)(l) or 3(c)(7) of the Company Act

              Chatham Capital Management, LLC does not have any clients other than the Fund

              V and Fund VI.

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