Charlesbank Capital Partners

Charlesbank is a middle-market private capital investment management firm that focuses on (i) management-led buyouts and growth capital financings and (ii) opportunistic investments in the debt securities and other debt instruments of middle-market companies. Formed in 1998, Charlesbank provides investment advisory and management services to pooled investment vehicles within a middle market private equity strategy (the “Flagship Equity Funds”) and within a middle-market opportunistic credit strategy (the “Credit Funds” and together with the Flagship Equity Funds, the “Charlesbank Funds”). Charlesbank also opportunistically engages in general partner-led secondary transactions. Certain of the Charlesbank Funds include pooled investment vehicles to allow certain business associates, other “friends of the firm” including primarily senior management of current and former portfolio companies, or other persons (including any related entity established by any of the foregoing, such as trusts, family investment vehicles, charitable programs, endowments and related programs and other estate planning vehicles) to invest alongside the other vehicles of the Charlesbank Funds on substantially the same terms and conditions (each, an “Executives Entity”). Certain of the Charlesbank Funds include pooled investment vehicles for Charlesbank’s investment and operational staff (each, a “GP Entity”) and pooled investment vehicles for Charlesbank’s junior investment staff and junior operational staff (each, an “Associates Entity”), in each case formed to facilitate investment by Charlesbank staff in investments alongside certain of the Charlesbank Funds on a non-discretionary and programmatic, fixed basis. Charlesbank serves as the general partner to, or controls the general partner of, such GP Entities and Associates Entities. In addition to providing investment advisory services to the Charlesbank Funds, as permitted by the relevant Governing Documents (as defined below), Charlesbank also expects to provide (or agrees to provide) certain other investors or other third parties (potentially including suppliers, vendors, consultants, lenders, law firms (including Fund (as defined below) or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”), current or former portfolio company management or personnel, anchor or other early-committing investors) the opportunity to invest directly or to participate in co-investment vehicles that will invest in certain portfolio companies alongside one or more of the Charlesbank Funds (the “Co-Investment Vehicles,” and where appropriate and where the context permits, together with the Charlesbank Funds, the “Funds”). Please see Item 11 below regarding Co-Investors (as defined thereunder) and co-investments generally. Charlesbank receives compensation for management or other services performed in connection with Co-Investment Vehicles, which will not offset or otherwise reduce management fees payable by other Charlesbank Funds. The Funds are exempt from registration under the Investment Company Act of 1940, as amended (together, with the rules and regulations promulgated thereunder, the “1940 Act”), and issue partnership interests that are not registered under the Securities Act of 1933, as amended (together, with the rules and regulations promulgated thereunder, the “Securities Act”). As investment adviser to the Funds, Charlesbank participates in the structuring, management, monitoring and disposition of investments for each Fund. Focused primarily, but not exclusively, in the United States, Charlesbank generally seeks investment opportunities in the middle-market, with enterprise values averaging between $150 million and $3.0 billion for its Flagship Equity Funds; and averaging between $150 million and $3.0 billion for its Credit Funds. Charlesbank’s strategy emphasizes investing across a broad range of industries, transaction types, and levels of the capital structure, provided that the Flagship Equity Funds primarily invest in equity and the Credit Funds primarily invest in debt. Charlesbank provides investment advisory services to each Fund in accordance with separate investment and advisory agreements, as applicable (each, an “Advisory Agreement”), the applicable governing

agreement of a Fund (such as a limited partnership agreement or analogous organizational document (each, an “Organizational Document”)) and/or side letter agreements or similar arrangements with limited partners of the Funds (“Side Letters,” and together with the Advisory Agreements and the Organizational Documents, the “Governing Documents”). Guidelines for investment are contained in each Fund’s applicable Governing Documents and applicable private placement memoranda, which are provided to the limited partners of each such Fund. Charlesbank tailors its services to the specific investment objectives and restrictions of each Fund pursuant to the applicable investment guidelines and restrictions, and subject to specific terms and conditions set forth in the Fund’s Governing Documents. Investors should refer to the Governing Documents and private placement memoranda of the applicable Fund for complete information on the investment objectives, restrictions, and guidelines of the particular Fund and the services Charlesbank provides to the Fund. Prior to making an investment in a Fund, the limited partners review the Governing Documents and applicable private placement memoranda for such Fund and in the case of the Charlesbank Funds, are permitted to negotiate the terms of such Governing Documents. Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable general partner, and not individually to limited partners in the Funds. Limited partners do not have any control over the operation or management of the Funds or discretion over when capital is drawn or which and how investments are made. Pursuant to an Advisory Agreement with each Charlesbank Fund, Charlesbank provides discretionary investment advisory services and has authority to decide which investments to purchase and sell for the Funds. Charlesbank further ensures that the Associates Entities and GP Entities participate in and exit investments alongside the associated Charlesbank Funds, as applicable, on the programmatic, fixed bases to which they are subject and on substantially the same investment terms and conditions as the other vehicles in such Charlesbank Funds, as applicable. Charlesbank is wholly owned by Charlesbank Capital Partners, Limited Partnership. As of December 31, 2025, Charlesbank managed approximately $21.08 billion1 of client assets, all of which is managed on a discretionary basis.

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 performancebased 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 the relevant Governing Documents. Where the Governing Documents calculate management fees based on the amount of commitments or the amount of invested capital, the amount of management fees generally will not be reduced based on reductions in investment value, except where specified by the relevant Governing Documents, such as in

cases where an investment is determined to have no realizable value (as further described below) or in events that do not constitute a complete realization such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distributions. Subject to the Governing Documents, any inter-quarter changes in investment value that reduce the management fee will be reflected in the following quarter. Further subject to the Governing Documents, reductions in invested capital that occur in a prior year will not result in retroactive adjustments or refunds of previously paid management fees. As a general matter, management fees will be payable during term extensions unless otherwise agreed with investors. Charlesbank has discretion in determining whether and when an investment has no realizable value, which impacts the calculation of management fees. As provided in the Funds’ Governing Documents, following the investment period of a Fund, the management fees with respect to such Fund are typically calculated based on the amount of invested capital, which is reduced by the cost of any investments that (i) have been sold or otherwise disposed of or (ii) have no realizable value. As a result, a conflict of interest exists because Charlesbank has an incentive to refrain from or delay making a determination that an investment has no realizable value in order to ensure the management fee base does not decrease, which would result in higher management fees ultimately paid to Charlesbank. In general, Charlesbank evaluates several criteria in determining whether an investment has no realizable value, including, without limitation, how long the investment has been held, length of time the investment has been marked down, materiality of markdown, anticipated holding period of the investment, volatility in valuation, impact of market conditions on valuation, other valuation methodologies showing increased valuations, and anticipated recovery path for the investment. Charlesbank may change these criteria in its sole discretion from time to time and Charlesbank has flexibility in determining the applicability and weight of these factors and has ultimate discretion in determining whether an investment has no realizable value. As a result, Charlesbank is permitted to determine that even extremely distressed investments continue to have realizable value. There can be no assurance that an investment, in hindsight, should have been determined to have no realizable value or should have been determined to have no realizable value at an earlier date. Due to differences in the criteria set forth in their respective Governing Documents, in the event where more than one Fund participates in an investment, there is the possibility that an investment will be considered to have no realizable value for purposes of one Fund’s Governing Documents but not those of one or more other Funds. Because there is a fixed investment period after which capital from investors in the Funds may only be drawn down in limited circumstances and because management fees are, after the investment period, typically based upon capital invested by the Funds, this fee structure creates an incentive to deploy capital when Charlesbank would not otherwise have done so. Additionally, the management fee is required to be paid to Charlesbank even if the Funds experience net losses in a particular year or over the term of the Funds. Organizational and Fund Expenses Consistent with, and subject to the terms of, its applicable Governing Documents, each Charlesbank Fund bears its portion of all other fees, costs, expenses, liabilities and obligations relating to the business, activities, investments and operations of such Charlesbank Fund, to the extent not borne by its portfolio companies, including without limitation: (i) the organizational expenses of such Charlesbank Fund (up to a certain cap) (“Organizational Expenses”); (ii) legal, compliance, accounting, administration, custodian, subcustodian, depositary (including a depositary appointed pursuant to the European Union Alternative Investment Fund Managers Directive and the United Kingdom Alternative Investment Fund Managers Directive and the United Kingdom Alternative Investment Fund Managers Regulations 2013 (collectively, the “AIFMD”) or pursuant to any national private placement regime in any jurisdiction, representative or paying agent (including, but not limited to, the appointment of any Swiss representative and paying agent pursuant to the Swiss Collective Investment Schemes Act (as amended), including any law, rule or regulation relating to the implementation thereof)), any fees, costs and expenses related to tax structuring

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Methods of Analysis and Investment Strategy In its investment management of the Flagship Equity Funds, Charlesbank focuses its investment strategy primarily on management-led buyouts and growth capital financings for private companies in the middlemarket with enterprise values averaging between $150 million and $3.0 billion. For such investments, Charlesbank generally leads or co-leads majority control or highly structured minority private equity investments primarily in companies located in the United States. Charlesbank also participates in opportunistic credit investments with the Flagship Equity Funds. In its investment management of the Credit Funds, Charlesbank focuses its investment strategy primarily on providing debt capital for private companies in the middle-market with enterprise values averaging between $150 million and $3 billion, generally investing in loans and bonds that are trading at discounts issued by companies where Charlesbank believes it has unique knowledge and insight. In each case, Charlesbank employs a disciplined approach to due diligence that typically involves extensive quantitative and qualitative analysis performed by an internal team of investment professionals, including Managing Directors, augmented by external resources as necessary. The investment and due diligence process generally includes the following: Investment Themes One of Charlesbank’s primary investment approaches is to develop a detailed investment theme and then identify a specific investment opportunity to capitalize on it. The ongoing idea-generation process is informed by many sources, including the team’s collective investment experience, its interaction with portfolio companies, frequent dialogue with Charlesbank’s operating executive and consultant networks, and general observations about specific capital-market conditions where Charlesbank believes that valuations are inconsistent with underlying business trends or otherwise represent intrinsic value. Proven Operating Management In its private equity investing, Charlesbank seeks companies that have proven operating management in place or that can be joined, alongside Charlesbank’s investment, with the skills, experience and vision to realize their growth and profitability objectives. Charlesbank considers it essential to establish appropriate incentives for portfolio company managers through co-investment and significant performance-based equity-incentive programs. Where appropriate, Charlesbank also augments a company’s management team, from time to time, sourcing individuals from its networks of industry experts and prior portfolio company managers. Strong Market Position Charlesbank seeks to invest in what it believes to be high-quality businesses that have a strong market position, a promising business strategy and a demonstrated sustainable competitive advantage. Charlesbank typically invests in companies with attractive free cash-flow characteristics and the capacity to sustain appropriate financial leverage under a realistic set of operating forecasts. Potential for Profit Improvement In its private equity investing, Charlesbank targets prospective investments that offer potential for profit improvement through revenue growth, cost reduction or both. Revenue growth may be generated by addon acquisitions or organically, a successful strategic repositioning or a competitive advantage based on superior products, services, execution or delivery. Charlesbank also seeks to work with management to eliminate unproductive costs and improve asset utilization.

Flexible and Creative Capital Structures Charlesbank employs a flexible approach to structuring investments, investing at various levels of the capital structure, including common and preferred stock, bridge equity, equity-linked mezzanine debt, and senior or subordinated loans for different expected durations. In doing so, Charlesbank seeks to establish a capital structure suited to each portfolio company’s operating plans, projected cash flows and growth objectives. Active Involvement Post-Investment In its private equity investing, Charlesbank maintains regular communication with management teams both informally and through strategic planning sessions, periodic reviews of performance and active participation on the board of directors. Charlesbank also works with management to create a board of directors that includes individuals whose relevant industry expertise provides important perspective. In its credit investing, Charlesbank maintains regular conversations with the management teams and/or sponsor of the company in which the Funds are invested and, where relevant, will be involved on the board of the company. Exit Plan Charlesbank identifies potential options for exit as part of each due diligence process and enters each investment with at least one articulated exit strategy. The timing and execution of realizing an investment takes into consideration portfolio company performance, prevailing public and private market conditions and the potential availability of a strategic or financial acquirer. Analysis of Legal, Regulatory, Accounting and Tax Issues Charlesbank utilizes a wide range of external resources, including accounting, legal, regulatory, insurance and benefits, information technology, and market research and analysis to augment its internal team. Where Charlesbank determines it to be relevant and applicable in its sole discretion, Charlesbank may also consider certain environmental, social, governance and other characteristics during the due diligence process. When the situation warrants, Charlesbank also uses industry experts and other third-party consulting resources. Additional information regarding the methods of analysis and investment strategy for a Charlesbank Fund is included in its private placement memorandum, limited partnership agreement and/or its subscription agreement and disclosure summary provided to investors prior to their making their investments in the Charlesbank Fund. Material Risks Investing in securities and other financial instruments involves a significant degree of risk. Funds may lose all or a substantial portion of the capital they invest and investors should be prepared to bear the risk of loss of their investment. In addition, material risks exist relating to investment strategy, types of investments made and general market conditions, including those described below. Additional information regarding the material risks of a Charlesbank Fund is included in its private placement memorandum and/or its subscription agreement and disclosure summary provided to investors prior to their making their investments in the Charlesbank Fund.

General Economic and Market Conditions General economic or market conditions can adversely affect the performance of the investments made by the Funds. Factors affecting economic conditions, including, for example, public market volatility, inflation rates, rising interest rates, currency devaluation, exchange rate fluctuations, industry conditions, competition, technological developments, and domestic and worldwide political, military and diplomatic events and trends, and innumerable other factors, none of which will be in the control of Charlesbank or the Funds, can materially and adversely affect the business and prospects of the Fund and the portfolio companies in which they have invested. A general economic downturn could also result in the diminution or loss of value of the investments made by a Fund due to a number of factors, including a reduced demand for the products or services produced by the Fund’s portfolio companies. In addition, a downturn or contraction in the economy or in the capital markets, or in certain industries or geographic regions, can restrict the availability of suitable investment opportunities for the Funds as well as opportunities to liquidate their investments on favorable economic terms, each of which could prevent the Funds from meeting its investment objectives. Public Health Emergencies Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which can result in significant losses to the Funds and/or their portfolio companies. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a material adverse impact and result in significant losses to the Funds and/or the portfolio companies. The extent of the impact on the portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact can include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors can limit the ability of the Funds to manage, finance and exit the investments in the portfolio companies in the future, and governmental mitigation actions can constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the portfolio companies. Such factors can also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. Such impacts on the operations of the portfolio company can materially and adversely impact the Funds’ investments in the portfolio companies. In addition, the operations of the Funds, portfolio companies, the general partner and Charlesbank can be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures can also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Nature of Investments; Leverage The companies in which Funds invest typically will rely on the use of leverage, and to some extent, a Fund’s ability to achieve attractive rates of return on investments will depend on their ability to access sufficient sources of indebtedness at attractive rates. Additionally, for portfolio companies that are averse to debt, or

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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.

In accordance with the terms of the Governing Documents for the Charlesbank Funds, a percentage of the net realized investment profit from each Charlesbank Fund (customarily referred to as a “carried interest”) is allocated to the capital account of its respective general partner. Each general partner is an affiliate of Charlesbank. The precise amount of, and the manner and calculation of, carried interest and incentive allocations are detailed in each applicable Fund’s Governing Documents. The carried interest paid by a Charlesbank Fund is indirectly borne by limited partners in such Charlesbank Fund and carried interest varies among the Charlesbank Funds. In accordance with the terms of the Governing Documents for certain Charlesbank Funds, Charlesbank has the right to waive all or a portion of the performance-based fee with respect to certain investors in the Charlesbank Funds. Neither the Associates Entities nor the GP Entities pay a performance-based fee. The payment of carried interest at varying rates has the potential to create an incentive for Charlesbank to disproportionately allocate time, services or functions to Funds paying carried interest at a higher rate or allocate investment opportunities to such Charlesbank Funds. Generally, this conflict is mitigated by (i) certain limitations on the ability of Charlesbank to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements including Charlesbank’s investment allocation policy, which may be amended from time to time (the “Allocation Policy”). Please also see Item 11 below regarding allocation for additional information relating to how conflicts of interest are generally addressed by Charlesbank. The existence of carried interest may create an incentive for the relevant general partners to make riskier or more speculative investments on behalf of the Funds than would be the case in the absence of this arrangement. The general partners and Charlesbank are also entitled to a certain percentage of the net profits generated by the Funds, but do not share the net losses, if any, suffered by the Funds. This feature can further cause

the general partners to make speculative investments that have a greater risk/reward profile than would be the case in the absence of carried interest compensation. The general partners, under certain circumstances, may be required to return excess amounts of carried interest as a “clawback.” This clawback obligation can create an incentive for the relevant general partner to defer the disposition of one or more investments or delay the liquidation of a Fund, if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a clawback situation for the general partner. A Fund’s preferred return to which a limited partner is entitled prior to the relevant general partner’s receipt of carried interest (subject to the terms of the relevant Governing Documents) generally compounds annually. Such arrangements provide incentives for the relevant general partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions and recapitalizations. See Item 11 below for further discussion of Charlesbank’s Allocation Policy.

Neither Charlesbank nor any of its management persons are registered, or have an application pending to register, as a (a) broker-dealer or a registered representative of a broker-dealer, or (b) futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. Employees of Charlesbank and members of its Portfolio Support Services team serve as directors and officers of certain portfolio companies and, in that capacity, will be required to make decisions that consider the best interests of such portfolio companies and their respective shareholders, including the Funds. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of a portfolio company, actions that may be in the best interests of the portfolio company may not be in the best interests of the Funds that are shareholders, and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individuals’ duties as employees of Charlesbank or members of its Portfolio Support Services team, on the one hand, and such individuals’ duties as a director or officer of such portfolio company, on the other. Charlesbank has adopted policies and procedures that are reasonably designed to address such potential conflicts of interest and that seek to ensure that the Funds are treated fairly and equitably. However, although Charlesbank’s policies and procedures for addressing conflicts that can arise in these situations are intended to resolve those conflicts in an impartial manner, there can be no assurance that Charlesbank’s own interests will not influence its conduct or that Charlesbank’s policies and procedures will have adequately anticipated all conflicts that may arise.

Related General Partners Affiliates of Charlesbank serve as the general partners of the Funds.

Code of Ethics In accordance with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (together, with the rules and regulations promulgated thereunder, the “Advisers Act”), Charlesbank has adopted a Code of Ethics (the “Code”) for all employees or other persons who provide investment advice on behalf of Charlesbank (each, a “Covered Person” and collectively, the “Covered Persons”) describing its standard of business conduct and fiduciary duty to its clients. The Code includes provisions relating to the prohibition on insider trading, procedures for personal trading, restrictions on the acceptance and giving of significant gifts, and the making of political contributions, among other things. Annually, all Charlesbank Covered Persons must acknowledge that they have received, read and understand the terms of the Code, and that they have complied with, and will continue to comply with, the Code. Charlesbank Covered Persons are required to follow the Code, which is designed to assure that the personal investment transactions, activities and interests of the Covered Persons of Charlesbank will not interfere with (1) making decisions in the best interests of the Charlesbank Funds and (2) implementing such decisions while, at the same time, allowing Covered Persons to invest for their own accounts. The Code requires preclearance of most personal investment transactions. Charlesbank maintains a restricted list against which trades requiring preclearance are checked. Under the Code, certain classes of investments have been designated as exempt from preclearance, based upon a determination that these would not materially interfere with the best interests of Charlesbank’s clients. Trading by Covered Persons is monitored under the Code to reasonably prevent conflicts of interest between Charlesbank and its clients and prevent insider trading and the misuse of the material non-public information held by Charlesbank and its Covered Persons, including with respect to the Funds and their portfolio companies. Charlesbank will provide investors or prospective investors in the Funds with a copy of the Code upon written request to the Chief Compliance Officer, Charlesbank Capital Partners, LLC, 200 Clarendon Street, 54th Floor, Boston, MA 02116. However, Charlesbank reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with Charlesbank on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. Participation or Interest in Client Transactions As described in the responses to Items 5 and 6, Charlesbank and the general partners of the applicable Charlesbank Funds are generally entitled to receive management fees and carried interest from the Charlesbank Funds. The general partners of the applicable Charlesbank Fund also make capital commitments to the Funds. Further, certain employees and affiliates of Charlesbank will invest in and alongside the Funds, either through the general partners, as direct investors in the Executives Entities or otherwise. A Fund or its general partner, as applicable, reserve the right to reduce all or a portion of the management fee and carried interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Potential Conflicts of Interest” immediately below. In addition, Charlesbank and its affiliates are permitted to receive fees from a Fund’s portfolio companies for performing consulting and other services for, or serving as directors (or similar positions) of, such companies, and such fees are permitted to be paid in the form of securities of the portfolio companies to which Charlesbank and its affiliates provided services. Each of the

foregoing may represent a material financial interest in the securities that Charlesbank recommends to the Funds. Due in part to the fact that potential investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) or a co-investment opportunity (see below) may ask different questions and request different information, Charlesbank may provide certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Potential Conflicts of Interest Charlesbank and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund likely will conflict with the interests of Charlesbank, other Funds or their respective affiliates. Potential conflicts of interest exist in the structure and operation of the Funds’ business. If any matter arises that any of the general partners or Charlesbank determines in its good faith judgment constitutes an actual conflict of interest, such general partner or Charlesbank, as applicable, will take such actions as it determines in good faith may be, or which pursuant to the applicable Fund’s limited partnership agreement are, necessary or appropriate to ameliorate the conflict. In resolving conflicts, Charlesbank considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest:

(1)

On any issue involving actual or potential conflicts of interest, Charlesbank will be guided by its good faith discretion and Charlesbank will seek to act in the best interests of any Funds potentially affected directly or indirectly by the conflicts of interest;

(2)

Where set forth in the Governing Documents for the Funds, Charlesbank will seek to resolve the conflict of interest in accordance with the set procedures, restrictions or other provisions contained in the Governing Documents;

(3)

In accordance with the Governing Documents for the Funds, Charlesbank may be required to consult or may consult at its discretion with the Advisory Committee of the Fund (if any), consisting of representatives of investors not affiliated with Charlesbank, as to certain potential conflicts of interest;

(4)

Charlesbank has adopted and implemented certain policies and procedures designed to reduce, avoid and mitigate certain conflicts of interest; and

(5)

Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund.

While Charlesbank endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the general partners and Charlesbank, as applicable, will ameliorate or resolve all conflicts of interest in a manner that is favorable to the Funds or any particular limited partner. In addition, the Governing Documents contain provisions that, subject to applicable law, (a) reduce or eliminate the duties, including fiduciary and other duties, to the Funds and the limited partners to which the general partners would otherwise be subject, (b) waive duties or consent to the conduct of the general partners that might not otherwise be permitted pursuant to such duties and (c) limit the remedies of limited

partners with respect to breaches of such duties. Additionally, the Governing Documents contain exculpation and indemnification provisions that, subject to the specific exception enumerated therein, provide that the relevant general partner and its affiliates (including Charlesbank) will be held harmless and indemnified, respectively, for matters relating to the operation of the Funds, including matters that involve one or more potential or actual conflicts of interest. Notwithstanding anything to the contrary herein or in the Governing Documents, nothing herein or therein shall constitute a waiver of any person’s non-waivable federal fiduciary duties to the Funds under the Advisers Act. Certain of these conflicts of interest, as well as a description of how Charlesbank addresses such conflicts of interest, can be found below. The material conflicts of interest encountered by Charlesbank and the Funds include those discussed below, although the discussion below does not purport to be a complete list or explanation of all conflicts of interest that will be faced by Charlesbank or a Fund. Other potential conflicts are disclosed in the Governing Documents of the Funds and throughout this brochure and the brochure should be read in its entirety for other conflicts. Conflicts Associated with the Allocation of Investment Opportunities Charlesbank has an Allocation Policy that determines the allocation of investment opportunities, and an allocation committee administers the policy. For each investment opportunity, in addition to formal approval by the applicable investment committee, potential participation by the Funds in such investment opportunity is reviewed by the allocation committee in accordance with such policy and procedures as well as the Governing Documents relating to the Funds. In allocating investment decisions among the Funds, the allocation committee may consider a wide range of factors as set forth in the Allocation Policy. Notwithstanding the foregoing, Charlesbank will not allocate investment opportunities among Funds based, in whole or in part, on (i) the relative fee structure or amount of fees paid by a Fund or (ii) the profitability of any Fund. The application of the factors considered by the allocation committee will often result in allocation on a non-pro rata basis and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives. The allocation committee makes allocation determinations based solely on its expectations at the time such investments are made, however investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for another Fund in hindsight. From time to time, certain investment opportunities involve interests in portfolio companies of one or more Funds that are part of a restructuring or similar transaction. In such instances, investors in the Funds involved in such a transaction are typically given priority rights to roll over their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed “continuation fund”). As a result, other Funds may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Fund’s investment objectives or strategy. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. While Charlesbank determines how to allocate investment opportunities using its best judgment, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which Charlesbank is subject, discussed herein, did not exist. Additional conflicts could arise to the extent Charlesbank and/or its affiliates, or Charlesbank personnel, hold an outsized economic position in any of the Funds. In such cases, Charlesbank could be incentivized to allocate investment opportunities in a manner that would enhance the returns of the Funds in which

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Since most of its investments are in private companies, Charlesbank does not generally use the services of broker-dealers to effect transactions. When it does, including in connection with its investments by the Funds, Charlesbank seeks “best execution” of the transaction. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, Charlesbank takes into account all factors that it deems relevant, including, but not limited to, the size and type of transaction, the markets for securities to be purchased or sold, execution, efficiency, settlement capability, financial condition of the broker-dealer, the quality of the broker-dealer’s trade execution on a continuing basis and reasonableness of brokerage commissions. While Charlesbank attempts to achieve the best overall price for its clients, Charlesbank does not necessarily select a broker offering the lowest possible commission cost because such a selection may not result in the best quality execution of transactions effected for the Funds. To the extent that orders for purchase and sale are placed, Charlesbank aggregates such orders among affiliated Flagship Equity Funds in a fund family, for investments made by such Flagship Equity Funds, and affiliated Credit Funds in a fund family, for investments made by the Credit Funds, on a pro rata basis in accordance with the limited partnership agreement of each Charlesbank Fund. Charlesbank does not have any soft dollar arrangements.

For details regarding economic benefits provided to Charlesbank by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. While Charlesbank does not engage in client solicitation arrangements, Charlesbank has engaged and is expected to engage certain placement agents relating to the Funds currently outstanding and in the future. Such persons generally will receive a set fee or a fee in an amount equal to a percentage of the capital commitments for interests made by certain potential limited partners to such Fund that are subsequently accepted. Charlesbank utilizes its placement agents primarily to supplement and assist Charlesbank’s Investor Relations in the day-to-day fundraising activities. Placement agents’ compensation is generally borne by Charlesbank indirectly through an offset against the Management Fee under the Governing Documents. The practice of bearing such fees over time through offset provides a benefit to Charlesbank in that it generally results in prompt payment to the relevant placement agent without requiring Charlesbank immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Management Fees.

Charlesbank and its employees have not been involved in any material legal or disciplinary events over the past 10 years that require disclosure under this item or that would be material to a client’s evaluation of the company or its personnel.

Oversight and Monitoring Charlesbank’s investment teams actively monitor the investments held by the Funds, and generally represents the Funds on each Flagship Equity Fund portfolio company board of directors. Each investment team includes Managing Directors (and typically two Managing Directors) along with several additional investment professionals. The entire investment staff for each team (i.e., the investment team focused on the Flagship Equity Funds, and Credit Funds) and certain senior administrative staff generally meet periodically to review and discuss material portfolio company developments. The respective teams also meet quarterly to review each investment in detail, including progress against budget and key performance metrics. Reporting Investors in the Charlesbank Funds receive audited financial statements on an annual basis and unaudited financial statements on a quarterly basis. On a quarterly basis, investors also receive an investment summary for each portfolio company held by the applicable Charlesbank Fund, which describes the initial investment, as well as any material developments. In addition to other routine reporting, Charlesbank holds an annual limited partner meeting at which Charlesbank Fund performance information and all active investments are discussed in detail. Charlesbank is permitted, in its sole discretion, to provide to one or more investors additional or more frequent information relating to a Fund or its portfolio investments upon request or pursuant to Side Letter or other arrangements, without providing the same to other investors.

Charlesbank is deemed to have custody of cash and securities of the Charlesbank Funds pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). The cash and securities of the Charlesbank Funds are maintained with third party qualified custodians, unless there is an applicable exemption under the Custody Rule. With respect to certain of the Charlesbank Funds, Charlesbank seeks to deliver audited financial statements, prepared in accordance with U.S. generally accepted accounting principles, to the investors in the

Charlesbank Funds, in each case, within 120 days of their fiscal year ends. Investors in such Charlesbank Funds typically will not receive any statements from the custodians of the Charlesbank Funds. To the extent a Charlesbank Fund is not subject to an annual audit in compliance with Rule 206(4)-2, Charlesbank has designated, or will designate, in accordance with the Charlesbank Fund’s Governing Documents, an independent representative on behalf of such Charlesbank Fund’s investors to receive quarterly account statements required to be delivered pursuant to the Custody Rule by any qualified custodian. Such independent representative is required to compare the account statements received from the custodian to the account statements Charlesbank delivers to investors.

Charlesbank provides investment advisory services to each of the Charlesbank Funds pursuant to an Advisory Agreement, subject to the direction and control of the general partner of each Charlesbank Fund, and not individually to the investors in the Charlesbank Funds. Any investment restrictions are contained in the limited partnership agreement and related documents for each Fund. Prior to making an investment in a Fund, the limited partners review the Governing Documents for such Fund. From time to time, the opportunity to coinvest in a Charlesbank Fund investment becomes available. Where possible and appropriate, the general partner of the applicable Charlesbank Fund offers such co-investment opportunities, in some cases, to some but not other Charlesbank Fund limited partners, and in some cases to persons other than limited partners, including, in the case of Fund IX, Fund X, and Fund XI through the Overage Program described in more detail above. All decisions regarding whether and to whom to offer co-investment opportunities are made in the sole discretion of the general partner of the respective Charlesbank Fund.

Charlesbank has established written policies and procedures setting forth the principles and procedures by which Charlesbank votes or gives consent with respect to securities owned by the Funds. The guiding principle by which Charlesbank votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the relevant Governing Documents of the Fund, and any other relevant facts and circumstances Charlesbank determines to be appropriate at the time of the vote. Charlesbank does not permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is Charlesbank’s practice to review and vote on proxy and shareholder consent matters on a case-bycase basis, taking into account the relevant facts and circumstances known at the time. In all cases, Charlesbank evaluates the issues to determine whether and to what extent they may have a material impact, economic or otherwise, on the Charlesbank Funds. In accordance with the authority delegated to Charlesbank by the general partner of each Charlesbank Fund, under the terms of the applicable agreement of limited partnership, Charlesbank will vote all proxies and shareholder consents in the best interest of the respective Charlesbank Fund. Proxies voted for affiliated Charlesbank Funds are voted in the same manner. The Funds generally cannot direct Charlesbank’s vote. Certain Covered Persons who are investment professionals of Charlesbank serve as board members for the Funds’ portfolio companies. If there is a conflict of interest with certain Charlesbank personnel voting a proxy, the Chief Compliance Officer will appoint another Charlesbank managing director to vote the proxy or shareholder consent.

Charlesbank will provide clients and prospective clients with a copy of Charlesbank’s Proxy Voting Policy, as well as information about how Charlesbank voted proxies on behalf of a Fund, upon written request to the Chief Compliance Officer, Charlesbank Capital Partners, LLC, 200 Clarendon Street, 54th Floor, Boston, MA 02116. Item 18 – Financial Information