Hale Capital Management LP

ITEM 5 – FEES AND COMPENSATION

Item 5.A    Describe how you are compensated for your advisory services. Provide your fee
            schedule. Disclose whether the fees are negotiable.

            Our fees and compensation are described in the advisory contracts we enter into
            with our clients. For such services provided by Hale Capital to the Partnership,
            the management fee is generally 2% per annum, and the performance allocation
            is generally 20% per annum. Such fees for the Co-investment Vehicles are
            negotiated with investors. The management fee is generally calculated monthly
            and payable quarterly in advance. The performance allocation is generally
            determined and payable annually and subject to a high water mark. All
            performance allocations charged by Hale Capital are consistent with Rule 205-3
            under the Investment Advisers Act of 1940, as amended.

            The fees to be charged by Fund V to investors are (i) a management fee during
            the Fund V investment period, generally 2.0% per annum of Capital
            Commitments and after the expiration of the investment period, annual step-down
            of 0.10% of invested capital (not below 0.60%), and (ii) a 20% carried interest,
            subject to a 7% preferred return. The management fees may be offset by certain
            investment related fees paid to Hale Capital.

            Hale Capital may reduce, waive or modify fee terms for any investor including
            employees and members of Hale Capital who are invested in the Partnership or
            Fund V.

            It is critical that investors refer to the relevant confidential private placement
            memorandum, explanatory memorandum and other governing documents
            for a complete understanding of how Hale Capital is compensated for its
            advisory services. The information contained herein is a summary only and
            is qualified in its entirety by such documents.

Item 5.B    Describe whether you deduct fees from clients’ assets or bill clients for fees
            incurred. If clients may select either method, disclose this fact. Explain how often
            you bill clients or deduct your fees.

            Hale Capital accrues expenses as they are incurred, and deducts such expenses on
            a monthly basis from each investor’s capital account in the Partnership, Co-
            Investment Vehicle or Fund V.

            It is critical that investors refer to the relevant confidential private placement
            memorandum, explanatory memorandum and other governing documents
            for a complete understanding of how fees are deducted from their assets. The
            information contained herein is a summary only and is qualified in its
            entirety by such documents.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection with
           your advisory services, such as custodian fees or mutual fund expenses. Disclose
           that clients will incur brokerage and other transaction costs, and direct clients to
           the section(s) of your brochure that discuss brokerage.

           The Partnership bears: (i) expenses incurred in connection with the acquisition,
           monitoring or disposition of Partnership investments (whether or not
           consummated), including loan fees, broken deal expenses, private placement fees,
           sales commissions, appraisal fees, deal sourcing fees, taxes, brokerage fees,
           underwriting commissions and discounts, legal, accounting, investment banking,
           consulting, information services, research subscriptions and professional fees,
           travel and related due diligence costs, communications and all other expenses
           related to investments or proposed investments; (ii) expenses incurred in
           connection with the carrying or management of Partnership investments,
           including interest and related expenses and custodial, trustee, record keeping and
           other administrative fees and expenses; (iii) expenses incurred in connection with
           any indebtedness of the Partnership, including, without limitation, the costs of
           establishing such indebtedness, the costs of monitoring compliance therewith, and
           the costs of any placement, commitment, trustee, underwriting and legal fees and
           expenses; (iv) attorney’s, accountants’, and third-party valuation fees and
           disbursements as it relates to the Partnership; (v) taxes and other governmental
           charges levied against the Partnership; (vi) insurance (including D&O insurance),
           regulatory, litigation and indemnification expenses as it relates to the Partnership;
           (vii) administration fees and related costs as it relates to the Partnership; (viii) the
           management fee; (ix) expenses incurred in connection with the preparation and
           delivery of reports of the Partnership and any meetings with Partners; and (x)
           other similar expenses related to the Partnership, as the general partner determines
           in its discretion. The Co-Investment Vehicles bear similar expenses. In
           circumstances where one or more Co-Investment Vehicles invest alongside the
           Partnership into a specific investment, direct costs pertaining to such investment
           will typically be allocated either based on the relative share of invested capital in
           such investment of the Partnership and the applicable Co-Investment Vehicle(s)
           or split evenly in the case of certain required regulatory filings. (See Item 12
           “Brokerage Practices” below.)

           It is anticipated that Fund V will bear expenses similar to the expenses borne by
           the Partnership described above,
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
investment companies, or pension plans. If you have any requirements for opening or maintaining an
account, such as a minimum account size, disclose the requirements.

Hale Capital provides investment advice to, and manages the investment portfolios of private investment
funds. Investors in such private investment funds are generally high net worth individuals and institutional
investors that qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as
amended) and “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of
1940, as amended (the “1940 Act”). The minimum investment in the Partnership is generally $5 million and
the minimum capital commitment to Fund V is $1 million. Hale Capital will determine the minimum
investment for a Co-Investment Vehicle on a case by case basis.