Charlesbank Capital Partners, LLC: investment adviser

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.

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

(including tax structuring during the organizational process) of the Funds, disbursal, auditing, investment banking, insurance (including directors’ and officers’ liability insurance or other similar insurance policies, including errors and omissions insurance, crime coverage, general partnership liability insurance and financial institution bond insurance), travel (including business or first class airfare and the cost of using private air travel up to the cost of first class commercial airfare), accommodation, meals and entertainment expenses in each case in accordance with Charlesbank’s travel policies (which may be amended from time to time), actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process and indemnification costs and expenses (including any legal and any other costs or expenses incurred in connection with indemnifying any relevant party or entity pursuant to the Governing Documents or otherwise and advancing costs incurred by any such person or entity in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Governing Documents), judgments and settlements, consulting (including, for the avoidance of doubt consulting, training, educational, networking or similar services provided by Portfolio Support Services (as defined below) to or for the benefit of the Funds or portfolio companies, to the extent applicable), brokerage (including in connection with the provision of broker-dealer services to the Funds or any portfolio companies by a brokerdealer affiliate of the Charlesbank), retainer, finder’s, placement, financing, appraisal, research, due diligence, third party valuation, filing, printing, title, transfer, registration and other fees, commissions and expenses (including fees, costs and expenses associated with the preparation or distribution of the Charlesbank Fund’s financial statements, tax returns, filings of various foreign tax withholding and treaty forms, tax estimates and Schedule K-1s or equivalent forms and costs, fees and expenses of reporting to, or on behalf of, investors); (iii) all fees, costs, expenses, liabilities and obligations attributable to distributions to the investors and costs associated with sourcing, developing, evaluating, negotiating, finding, structuring, organizing, acquiring, bidding on, committing to, administering, monitoring, financing (including guarantees), refinancing, managing, restructuring, operating, holding, taking public or private, valuing, winding-up, liquidating, trading, dissolving and disposing of the Charlesbank Fund’s investments (and proposed but unconsummated investments, as applicable); (iv) costs and expenses of the Charlesbank Fund’s advisory committee (“Advisory Committee”), including travel and lodging costs incurred by Advisory Committee members, representatives of the general partners, permitted observers and other persons in connection with attending or otherwise participating in Advisory Committee meetings; (v) all fees, costs, expenses, liabilities and obligations incurred by the Charlesbank Fund or Charlesbank or their respective affiliates relating to investment and disposition opportunities for the Charlesbank Fund not consummated, including investment expenses and costs that would have been allocable to Co-Investors (including under the Overage Program, as defined in Item 11 below, but excluding, for the avoidance of doubt, parallel vehicles for the respective Funds and Co-Investment Vehicles) had such proposed investment been consummated, if the amount allocable to such Co-Investors is not paid by such parties; (vi) management fees, (vii) any taxes, tax-related interest or penalties, fees and other governmental charges, fees and duties (including any penalties incurred where the relevant Fund or Charlesbank lacks sufficient information from third parties to file a timely and complete tax return) levied against the Charlesbank Fund (except to the extent that the relevant Funds are reimbursed therefor by an investor pursuant to the relevant Governing Documents) and all expenses incurred in connection with any tax audit, investigation, thirdparty examinations, settlement or review of the Funds and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any costs of or related to the “partnership representative” of the Funds; (viii) except as set forth in the Governing Documents, generally, all fees, costs and expenses incurred in connection with the organization, management, operation and termination, dissolution, liquidation and final winding-up of any legal structures used to facilitate investments by the Charlesbank Fund; (ix) all fees, costs, liabilities and expenses relating to obtaining any indebtedness under any credit facility or other indebtedness by the Funds or any special purpose vehicles, including the establishment of any facility or other borrowing and principal and interest thereon (including any net asset value facilities); (x) Bloomberg Fees, research and software expenses related to particular portfolio investments or proposed portfolio investments (e.g., third party research and reports (including calls, meetings and conferences hosted by third-party research providers), periodicals, industry information, analytics, expert

networks/research resources, publications and subscription-based services, including data services providing price feeds, news feeds, securities and company information, company fundamental data, and “S&P Index Alerts” attributable to portfolio investments) and information technology expenses (including fees and expenses of technology service providers) related to acquiring, developing, implementing or maintaining related software; (xi) costs and expenses incurred in connection with developing, licensing, implementing, maintaining or upgrading any information management software, web portal, extranet tools, computer software (including accounting, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services) for the benefit of the Charlesbank Funds or their limited partners; (xii) all fees, costs and expenses incurred in complying with, administering or amending Side Letters, including the process of distributing and implementing applicable elections pursuant to any “most favored nations” provisions and expenses incurred in connection with the Funds’ compliance checklists; (xiii) fees, costs and expenses related to complying with anti-money laundering, know-your-customer and similar laws, rules and regulations, including, without limitation, (A) fees, costs and expenses incurred in connection with vetting potential transferees in connection with any transfer of interests in the Charlesbank Fund and any transfer expenses to the extent not otherwise reimbursed pursuant to the Governing Documents, (B) fees, costs and expenses incurred in connection with monitoring the Charlesbank Fund’s, the general partner’s, the portfolio companies’ or Charlesbank’s ongoing compliance with such laws, rules and regulations, and (C) the external costs of any third party, including third-party administrators and Service Providers exclusive to Charlesbank, engaged to provide support services (including data collection and processing, trading, settlement, client relations, reporting, accounting, legal, compliance and tax support and other services), or to perform anti-money laundering and know-your-customer compliance and administration (including without limitation, in connection with any leverage or liquidity facilities for certain Charlesbank Funds) (in each case excluding, for the avoidance of doubt, any fees, costs and expenses related to complying with anti-money laundering know-your-customer and similar laws, rules and regulations in connection with the organization of the Charlesbank Fund and that are Organizational Expenses); (xiv) costs of compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and reporting, filings, notifications or other disclosures to regulatory and tax authorities in any jurisdiction in which the Funds, the relevant general partner or Charlesbank, any portfolio company or any issuer or other entity owned directly or indirectly by the Fund, is organized or is marketed or otherwise directly or indirectly conducts business related to the Funds or their respective investments, and filings related to the offering of Funds’ interests in other particular jurisdictions to the extent applicable), provided that costs and expenses relating to Charlesbank’s compliance with the Advisers Act (as defined below), to the extent categorized as expenses of Charlesbank in the Governing Documents, will be borne by Charlesbank; (xv) costs relating to or attributable to any annual limited partner meeting or other periodic or special, if any, meetings of the limited partners and any other conference, meeting, webcast or other video conference with any limited partner(s), including, without limitation, costs attributable to non-limited partners, including portfolio company management, as well as any reasonable costs associated with venue, set-up (including sound systems and other technology-related set-up), room and board, dining, mementos, honorarium, events or speakers, material preparation (including by third-party Service Providers) and other meeting or conference-related costs, in each case to the extent incurred by the Funds, the general partners, Charlesbank and/or any of their respective affiliates; (xvi) costs relating to or attributable to any activities with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with data protection laws or public disclosure laws); (xvii) except as set forth in the Governing Documents, amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Funds, the general partners and related entities and any alternative investment vehicles of the Funds, including any entities owned directly or indirectly by the Funds (including portfolio investments), including the preparation, distribution and implementation thereof; (xviii) costs relating to any defaults by the investors in the payment of any capital contributions; (xix) to the extent not paid by a relevant feeder fund or its investors, the costs incurred in connection with the formation, management, operation, termination, winding up and dissolution of such feeder fund (which expenses shall in the relevant

general partner’s sole discretion be specially allocated to such feeder fund); and (xx) all other expenses approved by the Advisory Committee and all other expenses not specifically provided for above that are incurred by Charlesbank or its affiliates in connection with the Charlesbank Fund’s accounts or operations or performing Charlesbank’s duties, other than those specifically borne by Charlesbank as Operating Expenses (as defined below). Please refer to each Charlesbank Fund’s Governing Documents for a more complete description of the expenses permitted to be borne by the Charlesbank Fund. The portion of such expenses borne by each Charlesbank Fund is generally pro rata based on relative commitments to, or capital invested by, the related Charlesbank Funds. However, certain expenses not relating to the Associates Entities, such as certain expenses relating to other Charlesbank Fund entities’ including the GP Entities’ capital call credit facilities and certain non-investment-related legal costs relating solely to the Charlesbank Fund entities, are borne by each applicable Charlesbank Fund entity (including each applicable GP Entity) pro rata based on relative commitments and are not borne by the Associates Entities. From time to time, a Charlesbank Fund will pay an expense or obligation common to multiple Charlesbank Funds (e.g., legal expenses for a transaction in which multiple Charlesbank Funds participate) and be reimbursed by the other Charlesbank Funds for their share of such expenses or obligations, without interest. To the extent the paying Charlesbank Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Charlesbank Funds for use of the facility or for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. Further, for bank and custodian fees related to accounts for a specific Charlesbank Fund, and annual tax filing fees and entity-level tax expenses for a specific Charlesbank Fund, such Charlesbank Fund bears all such expenses. Charlesbank has in the past paid, and expects in the future to pay, all or a portion of any expenses borne by the Associates Entities and GP Entities. Other Expenses Charlesbank or its affiliates generally employ or engage persons primarily to provide acquisition integration and onboarding, technology, talent acquisition and management, business strategy, salesforce effectiveness, pricing, marketing, sourcing, supply chain, inventory management, capital market services, logistics, operational and business consulting and/or other services to the Funds, or any of their current or prospective portfolio companies (such persons, collectively, “Portfolio Support Services”). Members of Portfolio Support Services comprise advisory directors, operating partners, certain employees of Charlesbank, or other persons who provide consulting services for specific activities that arise in his or her areas of expertise and are identified by Charlesbank from time to time as being members of its “Portfolio Support Services” or “Portfolio Resources Group.” Charlesbank will determine the manner in which Portfolio Support Services members are engaged or retained (which typically consists of a temporary or longer-term secondment or rotational program to one or more portfolio companies), and the nature, form and amount of compensation for any Portfolio Support Services member, which compensation may include salary, bonus, employee benefits, securities, stock options, transaction fees in connection with the investment in or sale of a portfolio company, profits interests or other equity interests at a portfolio company or any entity through which a Fund invests in a portfolio company, one-time or periodic fees (including fees based on an hourly/daily/weekly/monthly or project-based rate, retainer fees, success-based fees or board fees), reimbursements of travel and other costs, employee benefits or other similar forms of compensation, whether paid in cash or in kind (collectively, “Portfolio Support Services Compensation”). In certain cases, members of the Portfolio Support Services have attributes of Charlesbank personnel (for instance, they may have dedicated office space, receive Charlesbank administrative support services, participate in general meetings or events for Charlesbank personnel, or have Charlesbank e-mail address or business cards), even though some are not employees of Charlesbank. Charlesbank employees that are not members of Portfolio Support Services will, from time to time, transition to become members of Portfolio Support Services to serve on a temporary or longer-term

secondment or rotational program to Portfolio Support Services, which will have the effect of shifting the compensation burden from Charlesbank to the relevant portfolio company and/or Fund. Consequently, the determination of whether individuals are members of Portfolio Support Services is expected to vary and/or be revisited, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that Charlesbank otherwise would be required to bear. Portfolio Support Services Compensation will not reduce a Fund’s management fee and is not otherwise shared with investors in the Funds. While Charlesbank intends to seek to charge Portfolio Support Services Compensation to portfolio companies as appropriate, if consistent with, and subject to the terms of, a Fund’s Governing Documents, Portfolio Support Services Compensation typically will be charged to, and paid or reimbursed by, (a) such Fund and/or (b) one or more such portfolio companies (or prospective portfolio company or portfolio companies) to which the applicable Portfolio Support Services member’s services relate. For the avoidance of doubt, to the extent that Portfolio Support Services Compensation is not borne by one or more portfolio companies, if consistent with, and subject to the terms of, a Fund’s Governing Documents, Portfolio Support Services Compensation will be allocated among such Funds that benefit from such Portfolio Support Services in a manner that Charlesbank determines reasonably and in good faith to be fair and equitable in accordance with Charlesbank’s expense allocation policy. In addition, members of Portfolio Support Services will, from time to time, be invited to invest directly into a Fund or directly or indirectly in one or more portfolio companies (including on preferred economic terms such as a fee-free / carry-free basis) and participate in a portion of the carried interest distributions received by the general partners of the Funds. As noted in “Other Fees and Allocation of Management Fee Offset” below, each Fund bears its allocable portion of all consulting fees and expenses relating to the investing business and activities of such Fund, to the extent not borne by its portfolio companies, including as it relates to members of Portfolio Support Services. Charlesbank has in the past established, and expects to establish in the future, consulting arrangements both in connection with sourcing, structuring, organizing, and acquiring the Fund’s investments, as well as in connection with operating and holding the Fund’s investments. As part of the first type of these arrangements, from time to time the Funds retain companies or individuals, including members of Portfolio Support Services (who typically include persons employed or engaged by Charlesbank or its affiliates) and other third-party advisors such as specialized consultants or external executives, to assist the Funds with investment origination, investment structuring and due diligence investigation of the Fund’s investments. As part of the second type of these arrangements, from time to time the Funds retain, or assist a portfolio company with retaining, other companies or individuals, including members of Portfolio Support Services (who typically include persons employed or engaged by Charlesbank or its affiliates) and other third-party advisors such as specialized consultants or external executives, to provide strategic advice or operational support and similar or related services. These services include various levels of support to a portfolio company regarding, among other items, the company’s management, the company’s operations, revenue and margin enhancement (including determining sales and marketing strategy), finance (including metrics and reporting), human capital (including executive recruitment), information technology, customer service, sustainability, real estate matters, insurance and similar operational matters. In some cases, members of Portfolio Support Services and consultants also serve on the board of directors of portfolio companies, and/or directly receive stock options or other equity issued by portfolio companies, as well as receive expense reimbursement from the Funds or their portfolio companies, none of which offset the management fee. In some cases, members of Portfolio Support Services and consultants (or their estate planning vehicles) are investors in the Funds. In some cases, members of Portfolio Support Services and consultants are former executives of portfolio companies of the Funds or will become executives or directors of portfolio companies of the Funds. Further, certain Charlesbank Funds (the “Borrowing Funds”) obtain credit facilities in order (i) to facilitate investments by the Borrowing Funds, (ii) to fund expenses or other obligations of the Borrowing Funds or

(iii) to otherwise carry out the business of the Borrowing Funds. The interest expense and other fees, costs and expenses of or related to any borrowings under such credit facilities will be expenses of the applicable Borrowing Funds and, accordingly, will decrease net returns of such Borrowing Funds. Additional details regarding the credit facilities are contained in the Governing Documents of the Borrowing Funds. Other Fees and Allocation of Management Fee Offset Charlesbank receives other fees, such as, in some cases, portfolio company monitoring fees and transaction fees, and in some cases cash compensation for service by Charlesbank employees as directors of Charlesbank portfolio companies (collectively, “Other Fees”). In accordance with the calculation set forth in the Governing Documents for each of the Funds received by each investor prior to investment in such Fund, the management fee payable by limited partners to Charlesbank is offset by certain of such Other Fees, in some cases net of certain unreimbursed expenses, such as travel in the case of some Charlesbank Funds. The GP Entities, Associates Entities, and in some cases the Co-Investment Vehicles or other coinvestment vehicles managed by Service Providers or third parties, do not pay management fees and as such, these Funds do not receive the benefit of such Other Fees directly or through a management fee reduction. The value of profits, participation or equity interests in or relating to a portfolio company, including interests owned by current or former portfolio company management and Portfolio Support Services Compensation also do not offset the management fee of the relevant Funds. In many circumstances, the management fee base after the investment period will include capitalized transaction-specific fees and expenses of unrealized investments (including, where applicable, portions of a Fund’s borrowing component and any capitalized Other Fees). As a result, Charlesbank and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future management fees will be calculated. These incentives run counter to Charlesbank’s incentives to reduce the amount of fees, expenses and costs borne by the Funds’ investments in light of the effect of these amounts on the Funds’ carried interest calculations. Even in circumstances where Other Fees would be completely offset against management fees under the Governing Documents, Charlesbank’s receipt of Other Fees when due from portfolio companies provides a benefit to Charlesbank in that it generally results in earlier availability of such amounts relative to management fee due dates. In accordance with the Governing Documents, investors will not receive interest or other compensation for the time period between Other Fees receipt and the later date of offset of the relevant amounts (if any) against the relevant management fees. The manner and calculation of a management fee reduction, and the fees for which a reduction will occur, varies from Fund to Fund and is described in the applicable Fund’s Governing Documents. In addition, 100% of the economic value of any director compensation paid in the form of equity and received by a Charlesbank employee (other than a member of Portfolio Support Services) for service on a Fund portfolio company board of directors is assigned to the Funds invested in that portfolio company, pro rata based on their capital invested in such portfolio company. Typically any director compensation or other ancillary fees paid in the form of stock options or warrants or in any other form other than cash shall be valued at the time such compensation is disposed of at their realized values (taking into account any incremental taxes paid and offset by any tax benefits received, with respect to the securities in the event there has been a reduction in value of such securities between the date of grant and the date of disposition, in each case as reasonably determined by Charlesbank in good faith); provided, that any such non-cash compensation that has not been realized as of the liquidation of a Fund shall be valued at such time in the reasonable discretion of Charlesbank, and may be subject to review and approval by such Fund’s Advisory Committee, as applicable. To the extent an Other Fee relates to more than one Fund participating (or expecting to participate) in an investment, the Other Fee is generally allocated among such Funds pro rata based on the capital commitments of such participating Funds (or for an unconsummated investment, the proposed

commitments of the Funds), or on such other basis that Charlesbank determines to be fair and reasonable in its sole discretion. However, in determining how to allocate an Other Fee among more than one participating Fund, Charlesbank will also take into account, among other things, the type of transaction (e.g., original acquisition or follow-on), the consideration involved in the transaction (cash or in-kind) and the value of the consideration. To the extent an Other Fee relates to a Fund or third-party investor that does not pay management fees, the portion of such Other Fee allocable to the non-fee paying party (including, without limitation, any current or former portfolio company management or personnel, sellers who have rolled over their interests or reinvested proceeds, and any other Co-Investor) will be retained by Charlesbank, and such amounts will not offset any management fee paid to Charlesbank. Subject to the Governing Documents, the management fees will generally be reduced prior to any reduction thereto for excess Organizational Expenses or Other Fees (with the relevant general partner receiving a corresponding interest in Fund profits) by an amount designated by the general partner, which amount may be increased by the general partner on or before the date of the final closing of the relevant Fund, and which amount shall be set forth in one or more notices delivered to the Fund. Charlesbank’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. Various costs and expenses will decrease Other Fees, including Portfolio Support Services Compensation and out-of-pocket costs and expenses incurred by the general partners in connection with any consummated or unconsummated transaction or in connection with generating any such Other Fees, and therefore such amounts will not reduce or offset the management fees. Credit Services and Fees Charlesbank, or its affiliates (including any Charlesbank broker-dealer if formed), has in the past and expects in the future to receive certain fees for providing credit-related services with respect to certain Funds and their portfolio companies, including, but not limited to, loan servicing, syndication, arranger, credit co-investment arrangement, origination, structuring or similar services (collectively, “Credit Services”) to portfolio companies and other related entities in exchange for fees (such fees, “Credit Fees”). While typically paid by the lenders to the relevant third party investors in the relevant lending arrangement, Credit Fees are permitted to be charged in various ways, and, under certain circumstances, Credit Fees may be paid and/or borne by the portfolio investment and/or the relevant Fund or its investors directly or indirectly. Credit Fees will not reduce the management fee or other fees payable to Charlesbank and will not otherwise directly or indirectly benefit the Funds. Credit Fees for various Credit Services will vary among Funds and/or investments. Credit Fees create an incentive for Charlesbank to structure investments in a manner that would create an opportunity for Charlesbank or its affiliates to receive Credit Fees. Credit Fee arrangements give rise to conflicts of interest with the Funds and/or their investments because Credit Fees could be borne, directly or indirectly, by the Funds, investors therein and/or investments to which Charlesbank or its affiliates provide such Credit Services. While Charlesbank expects Credit Fees will be reasonable in relation to the cost of obtaining similar services from third parties, Charlesbank reserves the right to not negotiate such amounts at arm’s length, and there can be no assurance that other third parties would not have provided better or more cost effective services. In addition, certain personnel of Charlesbank who provide services to the Funds on behalf of Charlesbank are also involved in the business of providing the capital market services. Such persons face conflicts of interest in dedicating time and resources to the Funds and their investments. Although Charlesbank and its affiliates initially intend to provide Credit Services only with respect to the Funds and/or their portfolio investments, they reserve the right in the future to provide services to, and receive fees from, third parties. In each case, any Credit Fees received related to the provision of such Credit Services will not reduce the management fee or other fees payable to Charlesbank and its personnel.

Portfolio Company Expense Reimbursements A portfolio company will typically reimburse Charlesbank for expenses, including without limitation, travel and travel-related expenses, meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with actual or potential portfolio company management and/or employees, customers, clients, borrowers, brokers and Service Providers), expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender) and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses, incurred by Charlesbank in connection with its performance of services for such portfolio company. Such reimbursed expenses are generally not included in the definition of “Other Fees” as defined herein under the terms of the applicable Governing Documents, and such reimbursements do not reduce the management fee. Because certain expenses are paid for by a Fund and/or its portfolio companies or, if incurred by Charlesbank, are reimbursed by a Fund and/or its portfolio companies, Charlesbank may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses, which could result in lower returns to investors. As used throughout this brochure, “travel and travel-related” includes all travel expenses for the use of private aircraft (provided that in the event that Charlesbank personnel use private aircraft, they shall only be reimbursed for the cost of first class (or equivalent) commercial air travel), first class or business class travel, ground transportation, accommodations, meals, events and entertainment. Allocation of Expenses Charlesbank will often be required to decide whether certain fees, costs and expenses should be borne by Charlesbank, a Fund, a portfolio company, Co-Investors and/or a third party (such as portfolio company management) (each, an “Allocable Party”) and if so, how such fees, costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party, or fees, costs and expenses may be allocated among multiple Allocable Parties. Charlesbank allocates fees, costs and expenses in accordance with its expense allocation policy, which takes into consideration, among other factors, a Fund’s Governing Documents. Typically, where fees, costs and expenses are incurred for the benefit of one Allocable Party (for instance, with respect to a feeder fund created for the benefit of certain Fund investors), Charlesbank will allocate 100% of such fees, costs and expenses to such Allocable Party, subject to the terms of the Governing Documents and the discretion of Charlesbank. Similarly, to the extent fees, costs and expenses are incurred in connection with regulatory, tax, accounting, marketing or similar requirements applicable to a particular Allocable Party, Charlesbank will typically allocate 100% of such fees, costs and expenses to such Allocable Party subject to any requirements in the Governing Documents and the discretion of Charlesbank. To the extent not addressed in the Governing Documents of a Fund, Charlesbank will make allocation determinations among Allocable Parties in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital commitments of a Fund, pro rata allocation based on the respective investment (or anticipated investment) of an Allocable Party in an investment, relative benefit received by an Allocable Party, or such other fair and equitable method as determined by Charlesbank in its sole discretion). Charlesbank will make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service will not always reflect the relative benefit derived by such Fund from that service in any particular instance and Charlesbank will determine an allocation of expenses to be fair and equitable even where a Fund is required to bear more

than its proportional share of such fees or expenses relative to other Allocable Parties receiving the same service or participating in the same transaction. In addition, a Fund will bear more or less of a particular expense based on the methodology used, and a Fund will bear more or less of a particular expense based on the number of Allocable Parties Charlesbank selects to bear the expense in its initial allocation determination. When making expense allocation determinations, Charlesbank generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases Charlesbank will not re-allocate the expense to each such future Allocable Party, and such future Allocable Parties will benefit at the expense of other Allocable Parties, including the Funds. Charlesbank reserves the right to agree with Portfolio Support Services, joint venture or similar partners, Service Providers, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. Excluded from Fund expenses are ordinary administrative and overhead expenses of the general partners, as further detailed in “Charlesbank and Fund Expenses” below and the relevant Governing Documents. Charlesbank expects to be subject to potential conflicts of interest where certain administrative and other functions are performed by Charlesbank personnel would not be chargeable to the Funds under the Governing Documents, but service providers performing the same services generally would be chargeable to the Funds thereunder. Where Charlesbank has the discretion to charge expenses at different levels of an investment, the relative percentage of such expenses that are borne by various stakeholders (including the relevant Fund, any CoInvestors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred. As a result, some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so Charlesbank expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. Further, the Funds also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of Charlesbank, its affiliates, Portfolio Support Services and other company-level fees and expenses not covered by the list of permissible expenses set forth in the Governing Documents. Co-Investment Vehicle Fees Expenses and Expense Allocation In certain cases, a Co-Investment Vehicle, or other similar vehicle established to facilitate the investment by investors to invest alongside a Charlesbank Fund may be formed in connection with the consummation of a transaction. Consistent with the Governing Documents of a Charlesbank Fund, in the event a CoInvestment Vehicle is created to invest alongside a Charlesbank Fund, certain expenses (including those related to its organization and formation and other expenses incurred solely for the benefit of the CoInvestment Vehicle, as well as expenses incurred in connection with making and holding an investment) are generally borne by the investors in such Co-Investment Vehicle. In addition, a Co-Investment Vehicle

will also generally bear its pro rata portion of expenses incurred in connection with the making of an investment. Unless Charlesbank determines otherwise in its sole discretion or subject to negotiations with a particular Co-Investor, in general neither Co-Investment Vehicles nor Co-Investors will bear any expenses (including any compensation accrued by the Portfolio Support Services in connection with such transaction) relating to a proposed but not consummated transaction (“Dead Deal Costs”), even if a Co-Investment Vehicle has been formed for the purpose of investing in the proposed transaction or if Co-Investors have otherwise committed to invest in the proposed transaction. Similarly, other equity holders in a portfolio company are not expected to bear Dead Deal Costs, unless negotiated otherwise. For example, it is possible that a CoInvestor will not agree to share expenses with a Fund if a transaction is not consummated. As a result, Dead Deal Costs are generally borne by the Charlesbank Fund or Charlesbank Funds selected by Charlesbank as proposed investors for such proposed transaction which will result in the Charlesbank Fund bearing more than its pro rata share of Dead Deal Costs. Similarly, Co-Investment Vehicles (and Co-Investors) are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction. Charlesbank will evaluate the facts and circumstances including, without limitation, timing of the transaction, benefit to a Fund to have Co-Investors participate in a particular transaction and relative negotiating power. Charlesbank will have discretion in determining whether a particular allocation of expenses among a Fund and Co-Investors or Co-Investment Vehicles is fair and equitable. This discretion creates a potential conflict of interest as it may have incentive to allocate expenses to a particular Fund over another Fund and it may result in a Fund bearing more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs). Dead Deal Costs may include, among other things, legal, accounting, advisory, consulting or other thirdparty expenses (including amounts payable to members of the Portfolio Support Services and other third parties), any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment (including commitment fees), any break-up fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (i.e., KYC) investment entities with a financial institution, expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. Certain Charlesbank Funds are expected to incur certain ongoing expenses that benefit a Co-Investment Vehicle or Co-Investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by the applicable Charlesbank Fund or Charlesbank Funds and will not be borne by any benefiting Co-Investment Vehicle or Co-Investor. Charlesbank and Fund Expenses To the extent provided in the Governing Documents for the Charlesbank Funds (and to the extent not described as a Fund expense as set forth described above), Charlesbank will pay out of its management fees the following operating expenses: (a) ordinary office overhead, including rent, furniture, fixtures and office equipment of the general partners and Charlesbank; (b) other ordinary and usual overhead and administrative expenses incurred in connection with maintaining and operating their respective offices; (c) compensation of Charlesbank and the general partners’ employees (if any); and (d) compliance and regulatory costs of the general partners and Charlesbank to the extent not directly incurred as a consequence of forming, operating and managing the Charlesbank Funds (collectively, “Operating Expenses”); provided, that for certain Funds, Operating Expenses excludes the portion of any Portfolio Support Services

Compensation (as defined below) (including salary, bonus and employee benefits) attributable to services provided to such Funds and/or the portfolio companies of such Funds. Charlesbank expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Funds under the Governing Documents if performed by Charlesbank personnel, but third parties performing the same services generally would be chargeable to the Funds thereunder, and outsourcing to third parties effectively enables Charlesbank and its affiliates to reduce its personnel compensation costs. Further, each Fund also generally will bear the costs of implementing, reporting (as applicable), monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including in Side Letters relating thereto, and (where applicable) responsible investing and other standards to which the relevant general partner has committed in making investments on behalf of the Fund. Additionally, subject to the Governing Documents, a Fund typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Fund invests. The Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. The inclusion of an expense category in a Fund’s Governing Documents will not impose on Charlesbank an obligation to charge an expense (or the full amount of that expense) to that Fund; instead, permitted expenses will be allocated and charged in Charlesbank’s discretion to the Funds it deems appropriate.

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.

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 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

for other reasons, Charlesbank is permitted to use leverage or “back leverage” at another entity in the structure which may cause a Fund to pay a higher interest rate than had such leverage been placed at the portfolio company. The Funds’ investments in portfolio companies can result in or otherwise involve high degrees of leverage, as a result of which, recessions, operating problems and other general business and economic risks impacting the portfolio companies can have a more pronounced effect on the profitability or survival of such companies and their ability to service their debt financings, including the Fund’s portfolio investments. The amounts of a leveraged company’s borrowings and the interest rates on those borrowings, which may fluctuate from time to time, as well as the fees and other costs of borrowing, may have a marked effect on a leveraged company’s performance. In the event any such portfolio company cannot generate adequate cash flow to meet debt service, the Funds may suffer a partial or total loss of capital invested in the portfolio company. The Funds’ investments also are permitted to be made in companies that may have substantial variation in operating results from period to period. Portfolio companies can experience failures or substantial declines in value at any stage and may face intense competition. Some portfolio companies may have the need for additional capital to support expansion or to achieve or maintain a competitive position, and there is no assurance that such capital will be available. The amount of any additional capital needed will depend upon the maturity and objectives of each particular portfolio company. In addition, the Fund is permitted to make additional debt and equity investments (including follow-on investments) or exercise warrants, options or convertible securities that were acquired in an earlier investment in such company in order to preserve the Fund’s proportionate ownership when a subsequent financing is planned, or to protect the Fund’s investment when such investment’s performance does not meet expectations. If a portfolio company cannot generate adequate cash flow to meet its debt service obligations or defaults under the covenants imposed on it pursuant to its borrowing arrangements, it may be required to immediately repay all outstanding indebtedness, including investments made by a Fund or another Charlesbank Fund. An acceleration of a portfolio company’s repayment of indebtedness could result in a bankruptcy filing by the portfolio company, and a Fund may suffer increased costs and diminished returns on its investment, as well as a partial or total loss of its investment in such portfolio company. A Fund also is permitted to guaranty the obligations of its portfolio companies. If a portfolio company defaults on its obligations, such Fund may be required to satisfy such obligations. In addition, favorable borrowing conditions in the debt markets, which historically have been cyclical, have often benefited the private equity industry. However, there have been periods of volatility, uncertainty and a deterioration of the global credit markets which reduced investor demand and liquidity for investment grade, high yield and senior bank debt and caused some investment banks and other lenders to be unwilling (or significantly less willing) to finance new investments or to offer committed financing for investments on terms less favorable than terms offered in the past, making it significantly more difficult for sponsors to obtain favorable financing. There can be no certainty that recurring periods of limited financing availability (or an increase in the interest cost) for leveraged transactions will not return or persist, and should such conditions arise, they could impair, potentially materially, a Fund’s or a portfolio company’s ability to consummate transactions or could cause a Fund or a portfolio company to enter into certain leveraged transactions on less attractive terms. Any impacts on a portfolio company’s ability to incur debt on attractive terms can materially and adversely impact a Fund’s investments in the portfolio company. Indebtedness can constitute a significant portion of a portfolio company’s total capitalization, including that Funds may be invested at different levels of a portfolio company’s capital stack (e.g., as a senior secured creditor, a holder of second lien secured senior debt or a holder of junior indebtedness). An increase in either the general levels of interest rates or in the risk spread demanded by sources of debt financing to a portfolio company (including a Fund’s investment), as well as any disruption on the transition away from

LIBOR, or other relevant benchmark rates, could make it more difficult for such Fund to consummate investments that are dependent on a portfolio company’s ability to service its debt obligations and financially restructure. Leveraged investments are inherently more sensitive to declines in revenues, increases in expenses and interest rates and adverse economic, market and industry developments. Where a portfolio company is highly leveraged and unable to perform its debt obligations, the Funds may be limited in their ability to leverage their investment in a portfolio company. Where a number of portfolio companies are unable to perform their debt obligations, they could become not qualified to be collateral in such Fund’s debt financings, which could cause that Fund to be required to reduce its own leverage precipitously for a short or long period of time. If a portfolio company is unable to obtain favorable financing terms for its investments, refinance its indebtedness or maintain a desired or optimal amount of financial leverage, a Fund may hold a larger than expected equity investment in such portfolio company and may realize lower than expected returns from the portfolio company that would adversely affect a Fund’s ability to generate attractive investment returns for the limited partners. A failure by lenders to provide financing could also expose a Fund to potential claims by borrowers and issuers to which the Fund has made commitments. The instruments and borrowing utilized by a Fund to leverage investments are permitted to be collateralized by assets of other Funds, and subject to the Governing Documents, be cross-collateralized with any assets of such other Funds. Under such agreements, to the extent permitted under the Governing Documents, the Fund and such other entities can be held jointly and severally liable for the full amount of the obligations arising under such financing facilities and borrowings. If a Fund defaults on such arrangement, the relevant other Funds can be held responsible for the defaulted amount. A Fund is permitted to pledge its assets (including its capital commitments) in order to borrow additional funds or otherwise obtain leverage for investments or other purposes. The amount of borrowings which a Fund may have outstanding at any time can be substantial in relation to its capital. Credit or Other Debt Facilities The Funds reserve the right to apply leverage, including subscription facilities or asset-based leverage, to enhance the return profile of certain investments (the collateral for which can be, for example, two or more assets of the Funds (i.e., asset-backed facilities), or the unfunded commitments of limited partners (i.e., subscription lines)), in each case subject to the limitations set forth in the Governing Documents, and in order (i) to make investments by the Funds in portfolio companies, (ii) to fund Organizational Expenses, Operating Expenses or other obligations of the Funds or the portfolio companies or (iii) to otherwise carry out the business of the Funds. If the Funds obtain one or more debt financing facilities, it is generally expected that the Funds’ interim capital needs would be satisfied through borrowings by the Funds under such facilities, and drawdowns of capital contributions by the Funds, including those used to pay interest on such facilities, would generally be expected to be “batched” together into larger, less frequent capital calls (although actual timing and amounts can vary). The interest expense and other fees, costs and expenses of or related to any such borrowings will be expenses of the Funds and, accordingly, will decrease net returns of the Funds. It is expected that interest will accrue on any such outstanding borrowings with the preferred return generally beginning to accrue when capital contributions to repay borrowings are actually due to be made to the Fund. As a result, conflicts of interest have the potential to arise in that the delayed limited partners’ contributions to a Fund, has the potential to result in short-term gains to the relevant Fund, which in certain circumstances enhances the Fund’s return calculations and thereby can benefit the marketing efforts of Charlesbank and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. In the event that interest accrues on any such outstanding borrowings at a rate lower than the preferred return (with the preferred return beginning to accrue when capital contributions to

repay borrowings used to fund such portfolio investments are actually made to the Funds), such borrowings increase the likelihood that any hurdle or preferred return component in the relevant Fund’s carried interest arrangements will be met. Consequently, Charlesbank has an incentive to permanently fund the acquisition and ongoing capital needs of portfolio investments and the Fund with the proceeds of such borrowings in lieu of drawing down unfunded commitments on a just-in-time basis. In addition, the borrowing utilized by the Funds (or any intermediate level entities) to leverage portfolio companies, including in connection with a net asset value credit facility (or other credit facility for working capital), is permitted to be collateralized by any assets of the Fund (and be cross-collateralized with the assets of other Funds, subsidiary, financing vehicle or alternative investment vehicle of the Funds or with the assets of any other affiliates or other persons and such entities can be held jointly and severally liable for the full amount of the obligations arising out of such borrowings). Accordingly, the Funds are permitted to pledge or charge their assets (including commitments) in order to borrow additional funds or otherwise obtain leverage for investment or other purposes (including in support of the obligations of any parallel vehicles, subsidiary, financing vehicle or alternative investment vehicle of the Funds or the assets of any other affiliates or other persons). For the avoidance of doubt, however, certain restrictions on borrowings by the Funds only apply to subscription line facilities; accordingly, borrowings secured by other Fund assets (or assets held by any intermediate level entities) would not be subject to such restrictions. Charlesbank does not expect that it will be possible to compartmentalize borrowings under an asset-secured credit facility to limit repayment to the proceeds from the investment for which the borrowing was incurred. Further, the Funds are able to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies for the purpose of providing financing to one or more of such entities in support of one or more investments. In many situations, the Fund is not expected to receive separate compensation for providing such support or guarantee. Further, other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. To the extent that the Funds are unable to obtain a credit facility or other debt financing arrangement, access to such facilities become unavailable or the relevant general partners otherwise determines not to use such facilities, the general partners are permitted to draw down commitments in advance and hold them in reserve in order to make investments in portfolio companies, satisfy fees and expenses and other capital needs as such needs arise in the future. Tax-exempt prospective limited partners should note that the entry into, or the use of, the financing arrangements by the Funds can create “unrelated business taxable income.” Subject to the terms of the Governing Documents, the Funds are permitted to incur indebtedness on a joint, several, joint and several or cross-collateralized basis with the other Funds, including Co-Investment Vehicles and Funds in the Overage Program, and/or applicable alternative investment vehicles so long as the relevant general partners use their commercially reasonable efforts to cause the Funds and such other borrowers to enter into a contribution and indemnification or similar agreement providing that each of the Funds shall bear such liabilities on a pro rata basis. Notwithstanding the relevant general partners’ commercially reasonable efforts to cause the Funds to enter into a contribution and indemnification or similar agreement, a Fund can be liable for amounts in excess of its pro rata share of principal, interest, expenses and other liabilities associated with such borrowings. Certain Co-Investors may share the costs related to any leverage facility; in such circumstances, the relevant Fund will disproportionately bear the risk and/or costs of leverage arrangements.

Moreover, it is possible that a counterparty, lender or other unaffiliated participant in credit facilities (or otherwise in connection with portfolio investments) requires or desires facing only one Fund entity or group of entities, which can result in the relevant Funds being jointly and severally liable for the full amount of such applicable obligation or a Fund being solely liable with respect to its own share of the applicable obligation and the shares of the other Funds’ applicable obligation (or vice versa). In addition, although the relevant general partners will, in good faith, allocate the related repayment obligations and other related liabilities arising out of such credit facilities among the Funds, such entities will, in such circumstance, be subject to each other’s credit risk. In addition, the general partners can be subject to conflicts of interest in allocating such repayment obligations and other related liabilities. Debt Investments All of the Charlesbank Funds are permitted to invest in debt securities, including, without limitation, higher yielding (and, therefore, higher risk) debt securities. In certain cases, such debt will be rated below “investment grade” or will be unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to make timely interest and principal payments. Securities in the lower rated categories and comparable non-rated securities are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Below investment-grade securities have historically experienced greater default rates than has been the case for investment-grade securities. It is possible that high yield securities are subordinated to certain other outstanding securities and obligations of the issuer, which can be secured by all or substantially all of the issuer’s assets. High yield securities could also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these debt securities may reflect individual corporate developments, which react primarily to fluctuations in the general level of interest rates. The markets for these investments tend to be more volatile, less liquid and less active than those for higher-rated securities, which can adversely affect the price at which these securities can be sold and can make it impractical or impossible to sell such securities at times of market dislocation. General economic recession or a major decline in the demand for products and/or services in the industry in which the issuer operates would likely have a material adverse impact on the value of such securities or could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these debt securities. In addition, debt investments are subject to credit and interest rate risks. Investments in Restructurings The Funds are permitted to make investments in portfolio companies that are experiencing or are expected to experience financial difficulties. These financial difficulties may never be overcome and may cause such portfolio companies to become subject to bankruptcy proceedings. Such investments could, in certain circumstances, subject the Funds to certain additional potential liabilities that may exceed the value of the original investments. In addition, under certain circumstances, payments to the Funds and distribution by the Funds to their limited partners may be reclaimed if any such payments or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by local statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular clients. The success of a Fund’s investment strategy will, in some cases, depend, in part, on the ability of the Fund to restructure and effect improvements in the operations of a portfolio company or expand the operations of a portfolio company. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that a Fund will be able to successfully identify and implement such restructuring programs and improvements.

Competitive Market for Investments The business of identifying and structuring transactions of the nature contemplated by the Funds is highly competitive, involves a high degree of uncertainty and will be subject to market conditions. Charlesbank competes for investments with other private equity and credit investment vehicles as well as other institutional investors, business development companies, strategic industry acquirers, Financial Institutions, hedge funds and investment funds affiliated with other financial sponsors, private equity and debt investors, and credit vehicles, some of which may have more relevant experience, greater financial resources or more personnel than Charlesbank. There can be no assurance that Charlesbank will be able to identify suitable investment opportunities for the Funds or to acquire them for an appropriate level of consideration. The size and number of private equity and debt investment vehicles, including debt and credit focused vehicles, has grown dramatically in recent years, and this trend may continue in the future. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available to a Fund and adversely affecting the terms upon which such investments can be made. Accordingly, there can be no assurance that a Fund will be able to locate suitable investment opportunities, acquire or originate them for an appropriate level of consideration, achieve a strong rate of return or targeted rate of return, or fully invest its committed capital. To the extent that a Fund encounters competition from other strategic buyers and investors engaged in activities similar to those of the Funds, such competition might have the effect of increasing acquisition and other costs and the length of time required to fully invest the Funds, thereby reducing investment returns. There generally will be little or no publicly available information regarding the status and prospects of portfolio companies. Many investment decisions by a Fund general partner and Charlesbank will be dependent upon the ability of their respective members and agents to obtain relevant information from non-public sources, and a Fund general partner and Charlesbank often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. Illiquidity of Funds’ Portfolio Investments A substantial portion of the investments held by the Funds consist of securities that are subject to restrictions on sale under applicable United States securities laws. Generally, the Funds will not be able to sell such securities publicly without the expense and time required to register the securities under the Securities Act or will be able to sell the securities only under Rule 144 under the Securities Act or other rules and regulations under applicable securities laws which permit only limited sales under specified conditions. When restricted securities are sold to the public, any such Fund may be deemed an “underwriter,” or possibly a controlling person, with respect thereto for the purpose of the Securities Act and be subject to liability as such under that the Securities Act. Partial or complete sales, transfers, or other dispositions of investments which can result in a return of capital or the realization of gains, if any, are generally not expected to occur for a number of years after an investment is made. Dilution from Follow-On Investments Following its initial investment in a portfolio company, a Fund has in the past and is permitted in the future to decide to provide additional needed funds to such portfolio company or may have the opportunity to increase its investment in a successful portfolio company. There is no assurance that a Fund will make follow-on investments or that a Fund will have sufficient capital to make all or any of such investments and the amount of any follow-on investments after such Fund’s investment period is subject to limitations in the Fund’s Governing Documents. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company in need of such an investment or may result in a lost opportunity for the applicable Fund to increase its participation

in a successful portfolio company and can diminish the Fund’s ability to influence the portfolio company’s future development. In the event a Fund does not participate in a follow-on investment opportunity and other limited partners provide the requested financing, the applicable Fund’s investment in the portfolio company will likely be substantially diluted. Follow-on investments present risks and may involve conflicts of interest, including the determination of the priority and other terms of the new financing as well as the allocation of investment opportunities in the case of follow-on investments by a Fund in a portfolio company in which other Funds have previously invested. In addition, a Fund is permitted to participate in re-leveraging and recapitalization transactions involving portfolio companies in which other Funds have already invested or will invest, potentially in securities or on terms that give such other Funds priority over such Fund (e.g., debt securities that provide for repayment prior to any payments to equity holders). Conflicts of interest will likely arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low of a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Investment in Growth Equity Transactions Growth equity investments such as those that a Fund may decide to make offer the opportunity for significant capital gains but involve a higher degree of business and financial risk that can result in substantial or total loss. Growth equity portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many growth equity portfolio companies will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities and a larger number of qualified managerial and technical personnel. Such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. Further, the marketplace for the sale of interests in smaller, private companies may be more limited than that for the sale of larger companies and thus may make realizations of gains and sales of interests more difficult if a portfolio company remains smaller. Less established companies may have lower capitalizations and fewer resources than companies with long operating histories, and therefore may be more vulnerable to financial failure. Limited Diversification of Investments The Funds may make a limited number of investments. A consequence of a limited number of investments or of similar investments is that the aggregate returns realized by the investors may be adversely affected by the unfavorable performance of a small number of these investments. In addition, to the extent that a Fund concentrates investments in a particular industry, security or other financial instrument or geographic region the investments may be more susceptible to fluctuations in value resulting from certain adverse economic and conditions. Each Fund’s capital is or is expected to be invested in only a handful of targeted industries (including the technology, financial services, business services, healthcare, and consumer industries), several of which are highly regulated. As a result, any downturn or difficulties experienced by one or more of these industries, or an increase or change in the regulations they are subject to, could have a negative impact on such Fund’s investments and the returns to limited partners. Concentration of Investments A Fund may participate in a limited number of investments and may seek to make several investments in one industry or one industry segment or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular

industry may become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto, which may substantially affect a Fund’s aggregate return. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund’s organizational expenses could be higher if its fundraising period continues for an extended period. Investments and Political Uncertainty in respect of Regulated Industries; Investments in Technology Dependent Businesses and Highly Regulated Industries Changes in regulatory, geopolitical, social, or economic policies and other factors may have a material adverse effect on the portfolio companies and the Funds in the future. For example, the outcome of future U.S. federal elections and potential corresponding presidential administration change and congressional power realignments may result in significant changes, or uncertainty, in governmental policies, regulatory environments and many other factors and conditions, some of which could adversely impact the portfolio company operations or make it more difficult for the Funds to achieve their investment objectives. The U.S. President has significant influence including a role in appointing federal officials of various agencies that regulate and/or impact the various industries, and Congress has the ability to impact these industries as well. While it is not possible to predict when and whether significant policy changes would occur, policy changes at the federal level resulting from the outcome of future U.S. federal elections could significantly impact the industries in which the Funds invest, the economy and the geopolitical landscape. Similarly, changes on the state or local level resulting from the outcome of future state or local elections could significantly impact the industries in which the Funds invest. To the extent that the results of future election cycles have a negative impact on certain industries, it may materially and adversely impact the business, results of operations and financial condition of the Funds and their portfolio companies in the periods to come. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. A portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Financial Institution Risk; Distress Events An investment in the Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of the Funds or their portfolio companies fail to timely perform or otherwise default on their obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, Charlesbank, the general partner, the Funds and/or certain impacted portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. In addition, certain financial institutions – in particular, smaller and/or regional banks but also certain global systemically important banks – have experienced volatile stock prices and significant losses in their equity value. Although assets held by regulated Financial Institutions in the U.S. frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant

insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of Charlesbank to manage the Funds and the investments in the portfolio companies, and on the ability of Charlesbank, the Funds or the portfolio companies to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that Charlesbank will experience operational burdens and expenses, and the Funds or the portfolio companies will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that Charlesbank, the Funds or the portfolio companies will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. Charlesbank will not always be able to identify all potential solvency or stress concerns with respect to a Financial Institution or to transfer assets from one bank to another in a timely manner in the event a Financial Institution comes under stress or fails. The Funds and the portfolio companies are subject to additional risks in the event a Financial Institution utilized by the limited partners or suppliers, Service Providers or other counterparties of the portfolio companies become subject to Distress Events, which could have a material adverse effect on the Fund, the limited partners or the portfolio companies, including the risk of investor defaults. Uncertainty caused by recent bank failures – and general concern regarding the financial health and outlook for other financial institutions – could have an overall negative effect on banking systems and financial markets generally. Such impacts on the operations of the portfolio companies can materially and adversely impact the Funds’ investments in the portfolio companies. Many Financial Institutions require, as a condition to using their services (including lending services), that Charlesbank and/or the Funds maintain all or a set amount or percentage of their respective accounts or assets with such Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although Charlesbank seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Fund, Charlesbank is under no obligation to use a minimum number of Financial Institutions with respect to the Fund, or to maintain account balances at or below the relevant insured amounts. Recent Regulatory Developments for Private Funds and Their Advisers In recent years, the SEC has proposed and adopted, and is expected to continue to propose, various changes to the rules relating to private funds and their advisers. Such current and future rulemaking is expected to impact Charlesbank and its affiliates, the Funds and/or their portfolio companies, and Charlesbank’s and a Fund’s compliance burdens and associated costs including, without limitation, insurance expenses, are also expected to increase as a result. Further, Charlesbank also will be subject to increased risk of exposure to additional regulatory scrutiny, litigation, censure and penalties for noncompliance or perceived noncompliance as a result of any newly proposed or adopted rules, and any noncompliance or perceived noncompliance with such rules may negatively impact a Fund’s reputation as well as its investment activities. Compliance with Applicable Laws The Funds and their portfolio companies will be required to comply with a variety of U.S. and non-U.S. laws and regulations. If any of the laws and regulations currently in effect change or any new laws or

regulations are enacted, the legal requirements to which the Funds, the Funds’ investors and the Funds’ portfolio companies may be subject could differ materially from current requirements and can materially adversely affect the Funds. Compliance with laws and regulations as currently enacted or as subsequently enacted or modified, could require the Fund to dispose of all or part of its investment in one or more portfolio companies or take other actions that may be inconsistent with the Funds’ strategies in respect of one or more investments and consequently can materially adversely affect the Funds’ returns from such investments. The Funds and their portfolio companies will be subject to certain anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), as well as economic sanctions laws, such as the U.S. economic and trade sanctions laws, executive orders and regulations that are administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (the “OFAC Sanctions”), which can restrict the activities of a Fund and its portfolio companies. If a Fund or one of its portfolio companies were to violate any such laws or regulations, it could be subject to significant fines, penalties and other legal remedies. The Funds will invest in portfolio companies in many jurisdictions, including jurisdictions where certain actions that are prohibited by the FCPA, OFAC Sanctions or other anticorruption laws and regulations may be permitted under local laws and regulations. As a result, the management team of a portfolio company may not be aware of or sensitive to the requirement to comply with those laws and regulations. While the Funds intend to implement policies and procedures that are designed to inform its portfolio companies of their obligations under applicable anticorruption laws and regulations, there can be no assurance that their portfolio companies will be successful in avoiding violations of such laws and regulations. CFIUS and National Security Clearance Considerations. Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or Co-Investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of a Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that a Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus such Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not

notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions postclosing. Certain Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of a Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by a Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the general partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow a Fund to maintain, or proceed with, any investment on terms acceptable to such Fund. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connection with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of a Fund as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Fund to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Fund. The OISP restrictions could limit the universe of prospective investments available to a Fund, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. Time Required to Maturity of Investment The Flagship Equity Funds are intended for long-term investors who can accept the risks associated with making highly speculative, illiquid investments in privately negotiated transactions. It is generally anticipated that there will be a significant period of time before a Flagship Equity Fund has completed its investments in its portfolio companies. Such investments typically take from three to ten years from the date of initial investment to reach a state of maturity when realization of the investment can be achieved.

Middle-Market Companies The Funds invest primarily in lower middle-market to upper middle-market companies. Investments in such companies may entail larger risks than are customarily associated with investments in larger companies. Middle-market companies may have more limited product lines, markets and financial resources, and may be dependent on a smaller management group and on additional financing, and the death, disability, resignation or termination of one or more of persons in the management group in a given company could have a materially adverse impact on such company’s ability to meet its obligations. There can also be less publicly available information about these companies as compared to larger companies. These limitations can increase the risk of their defaulting on their obligations, leaving creditors, such as the Fund, dependent on guarantees or collateral that they might have obtained. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. Further, these companies can have difficulty accessing the capital markets to meet future capital needs, which could limit the companies’ ability to grow or to repay their outstanding indebtedness upon maturity. Adverse Consequences of Ownership of Controlling Interest in Portfolio Companies; Non-Controlling Interest in Portfolio Companies In their private equity investing, related Flagship Equity Funds will often own a controlling percentage of portfolio companies, which, depending upon the amount of equity owned by the Funds, contractual arrangements between the company and the Funds, and other factual circumstances, could result in an extension to one year of the 90-day bankruptcy preference period with respect to payments made to the Funds. In addition, because of such equity ownership, representation on the board of directors and/or certain contractual rights, the Funds may be deemed to control, participate in the management of or influence the conduct of their portfolio companies. The exercise of such deemed control may result in additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations (including securities laws), or other types of liability in which the limited liability generally applicable to business ownership may be ignored. If any of these liabilities were to arise, the Funds could suffer a significant loss. This could expose the assets of the Funds to claims by portfolio companies, their other security holders, their creditors or governmental agencies. On the other hand, related Funds are permitted to hold non-controlling interests or debt in certain portfolio companies, without the power individually to exert significant control over such portfolio companies’ boards of directors and management (or in many circumstances will not control the tranche of debt in which an investment is made). In such cases, the Funds will rely significantly on the existing management and boards of directors of such companies, which can include representatives of other investors with whom the Funds are not affiliated and whose interests or views may conflict with the interests of the Funds. In those cases, the Funds may have a limited ability to protect their position in such portfolio companies. As a condition to making non-controlling investments, related Funds will seek to obtain appropriate shareholder or lenders’ rights to protect the Funds’ investment, but it may not be possible to obtain such rights in all cases. If the related Funds do not have a controlling position or other shareholder or lender rights to protect their interests, it is possible that a portfolio company could take actions that negatively impact the value of the Funds’ investment or that prevent the Funds from disposing of their investment in such portfolio company. General Risks Associated with Non-U.S. Investments The Funds invest a minority portion of their capital commitments in companies that are headquartered and that have their principal operations outside the United States and Canada. These investments involve special risks not typically associated with investments in the securities or other financial instruments of U.S. issuers, including: (1) economic and political factors, such as the risk of expropriation, restrictions on repatriation of profits, and political and social instability; (2) differences between U.S. and foreign securities

markets, including the absence of uniform accounting, auditing and financial reporting standards in foreign markets, and the relatively greater price volatility and illiquidity of foreign securities markets; (3) currency exchange risks, including the cost of converting investment cash flows from one currency into another and the possibility of fluctuations in exchange rates; (4) tax-related issues, including the possibility of withholding taxes, confiscatory foreign taxes and the possibility of double taxation of income earned overseas; and (5) anti-corruption or other foreign laws or regulations, all of which will likely materially and adversely impact the Funds’ investments in the relevant portfolio companies. Because these investments can involve non-U.S. dollar currencies, the Funds can be adversely affected by changes in currency rates (including as a result of the devaluation of a foreign currency) and in exchange control regulations and can incur transaction costs in connection with conversions between various currencies. Environmental Risks Environmental laws, regulations and regulatory initiatives play a significant role in certain industries and can have a substantial impact on investments in those industries. These industries will continue to face considerable oversight from environmental regulatory authorities and significant influence from nongovernmental organizations and special interest groups. The Funds are permitted to invest in portfolio companies that are subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on investments or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of the Funds’ investments will not cause injury to the environment or to people under all circumstances or that the Funds’ investments will not be required to incur additional unforeseen environmental expenditures. Environmental hazards could expose the investments to material liabilities for property damages, personal injuries or other environmental harm, including costs of investigating and remediating contaminated properties. Moreover, failure to comply with regulatory or legal requirements could have a material adverse effect on a portfolio company, and there can be no assurance that the portfolio companies will at all times comply with all applicable environmental laws, regulations and permit requirements. Past practices or future operations of portfolio companies could also result in material personal injury or property damage claims. Any noncompliance with these laws and regulations could subject a Fund and/or its portfolio companies to material administrative, civil or criminal penalties or other liabilities. Under certain circumstances, environmental authorities and other parties may seek to impose personal liability on the limited partners of a partnership (such as the Fund) subject to environmental liability. The Funds may experience material losses due to these risks. Responsible Investment Matters Charlesbank has established a Responsible Investment Policy, which it and the relevant general partners intend to apply as applicable to the Funds’ investment portfolio, consistent with and subject to their fiduciary or other duties and applicable legal, regulatory, and contractual requirements. Depending on the investment, the factors considered for the Responsible Investment Policy (the “Responsible Investment Factors”), including greenhouse gas (“GHG”) emissions, energy management, community relations, worker health and safety, environmental compliance, and business ethics and transparency, could have a material effect on the return and risk profile of the investment. The act of selecting and evaluating material Responsible Investment Factors is subjective by nature. Charlesbank can be subject to competing demands from different investors and other stakeholder groups with divergent views on Responsible Investment matters, including the role of Responsible Investment Factors in the investment process, and there is no guarantee that the criteria utilized or judgment exercised by the relevant general partner or a third-party

Responsible Investment advisor will reflect the views, internal policies, or preferred practices of any particular limited partner or other asset managers or reflect market trends. Although Charlesbank views the consideration of Responsible Investment to be an opportunity to enhance or protect the performance of its investments over the long-term, Charlesbank cannot guarantee that its Responsible Investment Policy, which depends in part on qualitative judgments, will positively impact the performance of any individual investment or the relevant Fund as a whole. Similarly, to the extent a general partner or a third-party Responsible Investment advisor engages with portfolio companies on Responsible Investment-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the performance of the investment. Successful engagement efforts on the part of the relevant general partner or a third-party Responsible Investment advisor will depend on the general partner’s or any relevant thirdparty advisor’s ability to engage with the relevant investment and skill in properly identifying and analyzing material Responsible Investment and other factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. The materiality of Responsible Investment Factors on an individual asset or issuer and on a portfolio as a whole depends on many factors, including the relevant industry, location, asset class, and investment strategy. Responsible Investment Factors, issues, and considerations do not apply in every instance or with respect to each investment held, or proposed to be made, by the Funds and will vary greatly based on numerous criteria, including, but not limited to, location, industry, investment strategy, and issuer-specific and investment-specific characteristics. In evaluating a prospective investment, general partners often depend upon information and data provided by the entity or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause the general partner to incorrectly identify, prioritize, assess, or analyze the entity’s Responsible Investment practices and/or related risks and opportunities. The general partners do not intend to independently verify certain of the Responsible Investment information reported by investments of the Funds, and is permitted to decide in its discretion not to utilize, report on, or consider certain information provided by such investments. Any Responsible Investment reporting will be provided in the general partners’ sole discretion. In addition, Charlesbank’s Responsible Investment Policy and associated procedures and practices are expected to change over time. Charlesbank is permitted to determine in its discretion that it is not feasible or practical to implement or complete certain of its Responsible Investment initiatives based on cost, timing, or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable, or impossible for a general partner to adhere to all elements of the Funds’ investment strategies, including with respect to Responsible Investment risk and opportunity management, whether with respect to one or more individual investments or the Funds’ portfolios generally. Further, Responsible Investment integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers, and Charlesbank’s adoption of and adherence to such principles, frameworks, methodologies, and tools can vary over time. For example, Charlesbank’s Responsible Investment Policy does not represent a universally recognized standard for assessing Responsible Investment considerations. Any Responsible Investment-related initiatives to which Charlesbank is or becomes a signatory, member, or supporter may not align with the approach used by other asset managers (or preferred by prospective limited partners) or with future market trends. There is no guarantee that Charlesbank will remain a signatory, supporter, or member of or continue to report at the intended cadence or at all under or in alignment with such initiatives or other similar industry frameworks or that Charlesbank will meet future regulatory or investor requirements. Regulators in various jurisdictions have shown interest in improving transparency regarding the role of ESG and responsible investing in asset managers’ investment process in order to allow investors to better understand, scrutinize and validate sustainability-related and other claims. Additionally, Charlesbank, the Funds and their investments could become subject to disclosure laws and regulations related to a range of

sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. Moreover, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies, and Congress having proposed, enacted, or indicated an intent to pursue “anti-ESG” and “anti-DEI” policies, legislation, or initiatives, issued related legal opinions, and pursued related investigations and litigation. Additionally, asset managers have been subject to recent scrutiny related to Responsible Investment-focused industry working groups, initiatives, and associations, including organizations advancing action to address Responsible Investment matters, climate change or climate-related risk. Anti-ESG and anti-DEI-related policies, legislation, initiatives, legal opinions, and scrutiny could result in Charlesbank facing additional compliance obligations, becoming the subject of investigations, enforcement actions, or litigation, or sustaining reputational harm, or require certain investors to divest or discourage certain investors from investing in the Funds. Climate Change As consensus builds that global warming is a significant threat, initiatives seeking to address climate change through regulation of greenhouse gas emissions have been adopted by, are pending or have been proposed before international, federal, state, and regional regulatory authorities which may have a material effect on Charlesbank, the Charlesbank Funds and/or the Fund portfolio companies. The Funds are permitted to acquire investments that are located in, or have operations in, areas that are subject to climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the Funds’ business and operations. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise, fires, and extreme and changing temperatures. As a result of these impacts from climate-related events, the Funds may be vulnerable to the following: risks of property damage to the Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Funds’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Funds’ investments; increased insurance claims and liabilities; increase in energy costs impacting operational returns; changes in the availability or quality of water, food or other natural resources on which the Funds’ business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); regulatory/litigation risk (e.g., changing legal requirements, in particular those surrounding disclosures of sustainability and Responsible Investment practices, that could result in increased compliance costs, changes in business operations, the discontinuance of certain operations, and related litigation); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and economic distributions arising from the foregoing. Additionally, these risks could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment or disposition activities once undertaken, any of which could have an adverse effect on a Fund. Restricted Nature of Investment Positions and Distributions in Kind Generally, there will be no readily available market for a Fund’s investments, and hence, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to the general partner and limited partners in a Fund, and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such limited partners. Investments distributed in kind may not be readily marketable or saleable and may have to be held by limited partners for an indefinite period

of time. After a distribution of securities is made to the limited partners, many limited partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such limited partners may be lower than the value of such securities determined pursuant to the Governing Documents, including the value used to determine the amount of carried interest available to a Fund’s general partner with respect to such investment. To the extent a general partners receive distributions in kind from the Funds, including in connection with investment dispositions or the payment in kind of amounts owed to the general partner as carried interest (which generally will be made using the value of the relevant securities on the date of distribution), there is a potential conflict of interest between the relevant general partner (and its beneficial owners) and the limited partners. For example, the general partner and its beneficial owners may intend to hold the investment for a different time period than Charlesbank deems suitable for the Fund. Although the general partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following the Fund’s disposition thereof, neither the relevant Fund nor its limited partners will benefit from the increase, and over time the economic benefit to the general partner and its beneficial owners could exceed the value of the general partner’s pro rata interest in the Fund and the amount of carried interest owed. To the extent the beneficial owners of the general partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the relevant Fund or its limited partners. Reliance on the General Partner, Professionals and Personnel. Control over the operation of the Funds, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant general partner, and limited partners generally have no right or power to take part in the management of the Funds. Consequently, limited partners will be relying on the ability of the relevant general partner to locate and evaluate the investments to be made by the Fund. The success of the Funds will depend in large part on the skill and expertise of Charlesbank’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at Charlesbank, and a loss of the services of any such personnel for any reason and for any period of time could impair Charlesbank’s ability to implement its investment program or avoid losses. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at Charlesbank. General Partner Discretion Over Reserves In connection with the sale of (or certain other events at) a portfolio company, while Charlesbank intends to timely distribute the amounts owed to investors and/or the relevant Funds, Charlesbank reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Funds. Such amounts generally are not subject to any pre-defined limits in the applicable Governing Documents, transaction agreements or any of Charlesbank’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Funds will be monitored by Charlesbank personnel on an ongoing basis. Charlesbank will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Funds, and regarding the timing in which such distribution is made. As a general matter, to the extent any reserves are held by a Fund, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Fund’s carried interest arrangements unless such amounts are otherwise distributable to

limited partners pursuant to a disposition or are permanently written off. To the extent these amounts do not accrue a preferred return, or are not reflected in the relevant Fund’s performance figures, Charlesbank expects to have incentives to continue to hold the amounts for extended period. Possibility of Fraud and Other Misconduct of Employees and Service Providers Misconduct by employees of Charlesbank, Service Providers to Charlesbank or the Funds and/or their respective affiliates could cause significant losses to such Funds. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Funds, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Funds and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Funds. Charlesbank has controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be given that Charlesbank will be able to identify or prevent such misconduct. Financial Fraud Instances of fraud and other deceptive practices committed by management of companies in which a Fund may invest may undermine a Fund’s due diligence efforts with respect to such companies and may negatively affect the value of a Fund’s investment in the portfolio company. In addition, the government is increasing focus on reducing corruption. A Fund’s investment in a portfolio company could be adversely affected by a portfolio company’s violations of anti-corruption laws, and in certain instances could expose a Fund to liability or penalties for such violations. Adequacy and Availability of Insurance While a Fund is permitted to make investments where insurance and other risk management products are, to the extent available on commercially reasonable terms, utilized to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance, such coverage may not always be practicable or feasible. Moreover, it will not be possible to insure against all such risks, and any insurance proceeds from covered risks may be inadequate to completely or even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or any necessary replacement or rehabilitation, as applicable. Certain losses of a catastrophic nature (i.e., those caused by force majeure events) may be either uninsurable or insurable at such high rates as to adversely impact a Fund’s profitability and returns from an investment if such insurance were obtained. Advisory Committee A Fund’s general partner will designate one or more limited partners to be represented by a member on the relevant Fund’s Advisory Committee, which has the ability to review and waive compliance with certain provisions of the Governing Documents, and whose approval is required or may be requested in certain circumstances under the Governing Documents, including to resolve material conflicts. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the Advisory Committee, regardless of whether a limited partner is represented by a member of the Advisory Committee. The Governing Documents may provide that to the fullest extent permitted by applicable law, none of the Advisory Committee members shall owe any fiduciary duties in connection with their participation on the Advisory Committee to a Fund or any limited partner. An Advisory Committee member is permitted to consider the interests of the limited partner it represents over the interests of the limited partners as a whole when voting or consenting to any matter submitted to the Advisory Committee. Members of the Advisory

Committee may have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to the Advisory Committee for consideration or review. In addition, representatives of the Advisory Committee can have various business and other relationships with Charlesbank and its members, partners, managers, directors, officers, employees, and affiliates. These relationships can influence their decisions as members of the Advisory Committee. To the extent that a limited partner is not represented by a member of the Advisory Committee, it is expected that such limited partner will have no influence over matters submitted to the Advisory Committee for review or approval. Warehousing A Fund, its general partner, Charlesbank and their affiliates are permitted to, subject to the limitations in the Governing Documents, establish a warehouse facility (which can be financed by debt and/or equity financing arrangements) that would purchase one or more investments (including, for the avoidance of doubt, investments in companies in which other Funds hold existing equity and/or debt investments) suitable for other Funds (each such investment, a “Warehoused Investment”). As further described in the Governing Documents, such general partner reserves the right to (i) commit to purchase and purchase any Warehoused Investment for a cash amount equal to the sum of the cost of such Warehoused Investment plus accrued interest and any expenses advanced or incurred by the general partner, the Charlesbank or any of their affiliates and the out-of-pocket costs associated with acquiring, holding and transferring such Warehoused Investment (including, without limitation, interest, fees and other costs associated with the establishment of the warehouse facility), which may not equal fair market value; (ii) guarantee such borrowings that the general partner, Charlesbank or any of their affiliates incurred to acquire, or otherwise incurred in connection with, any Warehoused Investment; and/or (iii) enter into an option agreement or any similar agreement with a third party, on the one hand, and the general partner, Charlesbank or any of their affiliates, on the other, pursuant to which the other Funds agree to buy such Warehoused Investment. Conflicts of interest are expected to arise in connection with the foregoing to the extent that they are affiliate transactions, including with respect to timing, structuring, pricing and other terms. For example, a general partner will have a potential conflict of interest when Charlesbank receives fees, including carried interest, from a selling Fund transferring to buying Funds all or a portion of an investment by the selling Fund. Cybersecurity and Privacy Threats Recent events have illustrated the ongoing cybersecurity risks to which portfolio companies are subject. To the extent that a portfolio company, the Funds, the general partners, Charlesbank or one or more of their respective Service Providers or Portfolio Support Service members is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses can occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, Charlesbank, the general partners, the Funds and/or their portfolio companies can incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Charlesbank’s, the general partners’, the Funds’, portfolio companies’, Portfolio Support Service members’ and/or Service Providers’ operations, including the ability to make distributions to limited partners and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In certain events, a failure or deemed failure to address and mitigate cybersecurity risks can be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any of such circumstances could subject a portfolio company, or a Fund, to substantial losses, including losses relating to: misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from

remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce a portfolio company or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. A cybersecurity incident or cyber-attack could have numerous material adverse effects, including on the operations, liquidity and financial condition of the Funds. Cybersecurity incidents and cyber-attacks could cause financial costs from the theft of Fund assets (including proprietary information and intellectual property) as well as numerous unforeseen costs including, but not limited to, litigation costs, costs of responding to regulatory inquiries, settlement costs, compliance costs, preventative and protective costs, remediation costs and costs associated with reputational damage, any one of which, could be materially adverse to the Funds. Such a failure could harm Charlesbank’s, the Funds’ and/or their portfolio companies’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. Changes in Cybersecurity and Data Protection Laws and Regulations The general partners, Charlesbank, the Funds, their portfolio companies and/or their respective affiliates may be, subject to laws and regulations related to privacy, data protection and information security in the jurisdictions in which they do business (collectively, “Privacy Laws”). Compliance with the applicable Privacy Laws may require adhering to stringent legal and operational obligations and therefore the dedication of substantial time and financial resources which can increase over time. Charlesbank and its affiliates have established policies with respect to nonpublic personal information provided to it with respect to individuals who are investors in a Fund. Charlesbank recognizes the importance of maintaining the privacy of any nonpublic personal information it receives with respect to each Fund investor. In the course of providing management services to a Fund, Charlesbank collects nonpublic personal information about investors from the subscription agreements and the certificates and exhibits thereto that each investor submits to Charlesbank. Charlesbank is permitted to also collect nonpublic personal information about each investor from conversations and correspondence between each investor and Charlesbank, both prior to and during the course of each investor’s investment in a Fund. Charlesbank treats all of the nonpublic personal information it receives with respect to each Fund investor as confidential. Sanctioned Investors If, after subscribing to a Fund, a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities), the relevant general partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Fund. Risks of Artificial Intelligence (“AI”) Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), including, for example, the OpenAI ChatGPT and DeepSeek applications and internally developed data analysis tools that rely on such artificial intelligence and machine learning technologies, create opportunities for Charlesbank, the Funds, investment vehicles and accounts and portfolio companies, as well as risks. Charlesbank uses and is expected to expand its use of AI Technologies in connection with its business and investment activities and expects its portfolio companies, Service

Providers and investments will use such technologies and are expected to expand their use of AI Technologies. Actual usage of such AI Technologies will vary across Charlesbank’s business, Funds and portfolio companies and investments and while Charlesbank has adopted and expects to adjust usage policies and procedures governing the use of AI Technologies by its personnel, risks remain including misuse of such AI Technologies. To this end, the Funds will pay and bear a portion of fees, costs and expenses for obtaining and maintaining such technology in connection with such AI Technologies, including for electronic subscription materials, data providers (including related systems and services from such data providers and data management software) and costs of related information management systems, including development of such systems (whether maintained at Charlesbank or otherwise) in connection with such AI Technologies. Charlesbank’s ability to use, manage and aggregate data may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit Charlesbank’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI Technologies. While Charlesbank will under certain circumstances restrict certain uses of third-party and open source AI Technologies, such as ChatGPT, Charlesbank’s personnel and portfolio companies may use these tools, which poses additional risks relating to the protection of Charlesbank’s and such portfolio companies’ proprietary data, including the potential exposure of Charlesbank’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse of Charlesbank’s or third-party intellectual property, which could adversely affect Charlesbank, a Fund or its portfolio companies. Use of AI Technologies can result in allegations or claims against Charlesbank, a Fund or its portfolio companies related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. Additionally, AI Technologies may produce inaccurate, misleading or incomplete responses that could lead to errors in Charlesbank’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative impact on Charlesbank or on the performance of a Fund and its portfolio companies. Such AI Technologies could also be used against Charlesbank, a Fund or its portfolio companies in criminal or negligent ways. As the use and availability of AI Technologies has grown, the U.S. Congress and a number of U.S. federal and state agencies have been examining the AI Technologies and their use in a variety of industries, including financial services. These agencies have issued proposed or adopted a variety of rules and other guidance regarding the use of AI Technologies. AI Technologies similarly face an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI Technologies generally or AI Technologies’ use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of Charlesbank, a Fund or its portfolio companies to utilize AI Technologies in the manner it has to-date, and may have an adverse impact on the ability of Charlesbank, a Fund or its portfolio companies to continue to operate as intended. Any impact on the portfolio companies as a result of using AI Technologies can materially and adversely impact a Fund’s investments in such portfolio companies. Further, AI Technologies are generally highly reliant on the collection and analysis of large amounts of data and complex algorithms but it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate. It is expected that the data in such models will contain a degree of inaccuracy and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be inadequate or flawed, which would likely degrade the effectiveness of AI Technologies and could adversely impact Charlesbank, the Funds or the Funds’ portfolio companies and investments to the extent they rely on the work product of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI

Technologies to eliminate these occurrences. The volume and reliance on data and algorithms also make AI Technologies, and in turn Charlesbank, the Funds and the Funds’ portfolio companies and investments more susceptible to cybersecurity threats. In addition, Charlesbank, the Funds and their portfolio companies and investments could be exposed to risks to the extent they, their third-party Service Providers or any counterparties use AI Technologies in their business activities. Charlesbank will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which thirdparty services utilizing AI Technologies are provided. In addition, AI Technologies may be competitive with the business of portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly as the capabilities of AI Technologies improve) and accordingly, the increased adoption and use of AI Technologies can have an adverse effect on portfolio companies or their respective businesses. Moreover, use of AI Technologies by any of the parties described in the previous paragraphs could include the input of confidential Charlesbank information (including material, non-public information and personal information) by third parties in contravention of non-disclosure agreements or by Charlesbank personnel or other related parties in contravention of Charlesbank’s policies and procedures (or by any such parties in accordance with Charlesbank policies, procedures and/or non-disclosure agreements), and in any case, could result in such confidential information becoming part of a dataset that is accessible by AI Technologies applications and users. The use of AI Technologies, including potential inadvertent disclosure of confidential Charlesbank information, could also lead to legal and regulatory investigations and enforcement actions. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. AI Technologies and their current and potential future applications including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto. For example, if Charlesbank were to share or license AI Technologies, including ones that include some degree of internal development, with investors, issuers, portfolio companies, or other third parties, such activity could introduce a number of additional risks to Charlesbank, the Funds, their issuers/portfolio companies and investments, or other users of such AI Technologies. Regulations related to AI Technologies may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on organizations connected to Charlesbank, the Fund and its issuers and investments. For example, the EU has implemented a new regulation applicable to certain AI Technologies and the data used to train, test and deploy them (the “EU AI Act”). The EU AI Act imposes material requirements on both the providers and deployers of certain AI Technologies, with infringements punishable by sanctions including fines of up to 7% of total annual worldwide turnover or 35 million euros (whichever is higher) for the most serious breaches. Preparing for and complying with the EU AI Act and other regulations related to AI Technologies could involve material compliance costs and/or adversely affect the operations or performance of Charlesbank, the Funds, and the portfolio companies. Market and Credit Risks Generally and In Connection with the Russia/Ukraine Conflict and Other Geopolitical Matters The business of the Funds and their portfolio companies has been and could continue to be adversely affected directly or indirectly by economic and political changes in the global markets and markets where they compete regarding: inflation rates, recessions, trade restrictions, tariff increases or potential new tariffs, foreign ownership restrictions and economic embargoes imposed by the United States or any of the foreign countries in which the Funds and their portfolio companies do business; changes in laws, taxation, and regulations and the interpretation and application of these laws, taxes, and regulations; restrictions imposed by the U.S. government or foreign governments through exchange controls or taxation policy;

nationalization or expropriation of property, undeveloped property rights, and legal systems or political instability; other governmental actions; and other external factors over which the Funds and their portfolio companies have no control. Economic and political conditions within the United States and foreign jurisdictions or strained relations between countries could result in fluctuations in demand, price volatility, loss of property, state sponsored cyberattacks, supply disruptions, or other disruptions. An open conflict or war across any region significant to their business could result in plant closures, employee displacement, and an inability to obtain key supplies and materials. The Funds’ investments are subject to risks of credit defaults and changes in market values. Periods of macroeconomic weakness or recession, heightened volatility or disruption in the financial and credit markets could increase these risks, potentially resulting in other-than-temporary impairment of assets in their investment portfolio. The impact of geopolitical tension, such as a deterioration in the bilateral relationship between the United States and China, the conflict between Russia and Ukraine or the conflict between Hamas and other Palestinian militant groups and Israel, including the resulting sanctions, export controls or other restrictive actions that have been or may be imposed by the United States and/or other countries against governmental or other entities also could lead to disruption, instability and volatility in the global markets, which may have an impact on the Funds’ investments across negatively impacted sectors or geographies. United Kingdom Exit from the European Union On January 31, 2020, the United Kingdom (the “UK”) formally withdrew from the European Union (the “EU”) (such exit, the “Brexit”). After this, the UK entered into a transition period during which the majority of the existing EU rules continued to apply in the UK. Following the end of the transition period on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, this did not include an agreement on financial services. In the absence of a formal agreement on this issue, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures can allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. Political and economic uncertainty and periods of exacerbated volatility in both the UK and in wider European markets may continue for some time. It also remains possible that the UK’s withdrawal from the EU may lead to a call for similar referenda in other European jurisdictions, which can cause increased economic volatility in the European and global markets. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to substantially many of the same rules and regulations as prior to Brexit. However, the UK government has begun the process of revising certain areas of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time, either through actively legislating to replace onshored EU rules or by passively not implementing or mirroring EU legislative changes. It is possible that the EU may respond to UK initiatives by restricting third country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on the Funds and their investments, including the ability of the Funds to achieve their investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions).

The legal, political and economic uncertainty and disruption generally resulting from Brexit can adversely affect both EU- and UK-based businesses. Brexit has already led to disruptions in trade as businesses attempt to adapt cross-border procedures and rules applicable in the UK and in the EU to their activities, products, customers, and suppliers. Continuing uncertainty and the prospect of further disruption can result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU member states. Limited Access to Information; Confidentiality A limited partners’ rights to information regarding a Fund will be specified, and strictly limited, in the Governing Documents. In particular, it is anticipated that the relevant general partner and its affiliates will obtain certain types of material information from or relating to portfolio companies that will not be disclosed to limited partners because such disclosure is prohibited, among other reasons, as a result of contractual, legal or similar obligations outside of the general partner’s control. Decisions by a general partner to withhold information may have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in a Fund can have difficulty in determining an appropriate price for such interest. Decisions to withhold information also can make it difficult for a limited partner to monitor the relevant general partner and the general partner’s performance. Additionally, it is anticipated that the limited partners who designate representatives to participate on the Advisory Committee will, by virtue of such participation, have more information about the relevant Fund and its portfolio companies than other limited partners generally and may be disseminated information in advance of communication to other limited partners generally. Nothing in the Governing Documents will be construed by Charlesbank to (i) prohibit any person from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation or (ii) require any such person to provide notification that it has made such reports or disclosures. Additional Risks Specific to the Flagship Equity Funds Bridge Financings and Syndicated Investments A Fund is permitted to lend to portfolio companies on a short-term, unsecured basis or otherwise invest in a portfolio company on an interim basis with the expectation of a subsequent refinancing or syndication of any excess to another person or entity (including to one or more Funds). For reasons not always in a Fund’s control, such refinancing or syndication may not occur, which would result in such bridge financing or interim investment remaining outstanding longer than anticipated and a Fund’s exposure to such investment may be larger than originally intended. In such a situation, the relevant Fund will bear the risk that any or all of such portion of such investment may not be sold or may only be sold on unattractive terms. As a consequence, the relevant Fund may bear the entire portion of any reverse break-up or termination fees or other fees, costs and expenses related to such investment, hold a larger than expected investment in such portfolio company or realize lower than expected returns from such investment. In such event, the interest rate (if any) or other terms of such bridge financing or interim investment may not adequately reflect the risk associated with the position taken by such Fund. Such bridge financing or interim investment may be entered into at prospective returns below a Fund’s target investment returns. Therefore, such bridge financing or interim investment that is not exited as originally anticipated, even if successfully recovered by such Fund, could significantly reduce such Fund’s overall investment returns. Investment in Junior Securities Although a Flagship Equity Fund expects to invest principally in senior equity and equity-related securities, the securities in which a Flagship Equity Fund will invest may be among the most junior in a portfolio

company’s overall capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment by a Fund once it is made. Contingent Liabilities on Disposition of Investments In connection with the disposition of an investment in a portfolio company, a Fund can be required to make representations about the business and financial affairs of such portfolio company typical of those representations made in connection with the sale of any business. A Fund also can be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate or with respect to certain potential liabilities. These arrangements can (i) result in the incurrence of contingent liabilities for which the relevant general partner may establish reserves or escrows or (ii) require limited partners to return amounts distributed to them to fund obligations, including indemnity obligations, subject to certain limitations set forth in the relevant Governing Documents. Furthermore, each limited partner that receives a distribution in violation of applicable law will, under certain circumstances, be obligated to recontribute such distribution to the Fund. In addition, a Fund is permitted to sell portfolio investments in public offerings. Such offerings can give rise to liability if the disclosure relating to such sales proves to be inaccurate or incomplete. Additional Risks more Prevalent in the Credit Funds Credit Market Conditions There can be no assurance that the credit markets in which the Funds invests will be liquid. Illiquidity in the market may adversely affect a Fund’s ability to dispose of assets. In addition, price movements of investments in which a Fund invests may be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies, as well as an issuer’s performance. Governments from time to time may also intervene, directly and by regulation, in certain markets. Such intervention is often intended to influence prices directly and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. If the debt securities and investments in which the Funds invest are or become illiquid and are collateral in the Funds’ own financing facilities, such illiquidity could make it more difficult for the Funds to manage its own borrowings, which could result in magnifying the negative impact of new or increased illiquidity in the Funds’ investments. Portfolio Companies and the Nature of Debt Securities The securities in which the Funds invest, by the nature of their issuers’ leveraged capital structures, involve a high degree of financial risk. These securities may not be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity and may not be rated by a credit rating agency. As the Funds are permitted to hold a non-controlling interest in portfolio companies, they may have to rely solely on contractual covenants (which, as noted above, may not be available) to protect its position in such portfolio companies. Adverse changes in the financial condition of an issuer or in general economic conditions (or both) can impair the ability of such issuer to make payments on the loans or debt securities and result in defaults on, and/or declines in the value of, such loans or securities. The Funds are permitted to incur expenses if they are required to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. There can be no assurance that a portfolio company will generate sufficient cash necessary to service its debt obligations, and, in any such case, the Funds may suffer a partial or total loss of invested capital. The risk of loss in a distressed situation may be exacerbated when a Credit Fund elects to receive a payment in kind instead of cash payments. The Funds’ investments may be subject to early redemption features, refinancing options, pre- payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by a Fund earlier than expected.

Early repayments of the Funds’ investments may have a material adverse effect on the Funds’ investment objectives and the rate of return on invested capital. Lender Liability or Equitable Subordination In recent years, a number of judicial decisions in the U.S. have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (“lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of the Funds’ investments, the Funds could be subject to allegations of lender liability. In addition, because of the nature of certain of the Funds’ and their affiliates’ investment practices, a Fund or its affiliates could be subject to claims from creditors of an obligor that the Fund’s investments issued by such obligor should be equitably subordinated. Under common law principles that in some cases form the basis for lender liability claims, a court can elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination,” if a lending institution (a) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower; (b) engages in other inequitable conduct to the detriment of such other creditors; (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors; or (d) uses its influence as a stockholder to dominate or control a borrower to the detriment of the other creditors of such borrower. The Funds do not intend to engage in conduct that would form the basis for a successful cause of action based upon the lender liability or equitable subordination doctrines; however, given the nature of the Funds’ investments, it is possible that lender liability or equitable subordination claims affecting a Fund’s portfolio investments could arise without the direct involvement of the Fund. Risk of Investments without Credit Ratings The Funds are permitted to invest in investments that lack credit ratings. These investments may have a greater than normal risk of future defaults, delinquencies, bankruptcies or fraud losses. There can be no assurance that these types of investments will perform, the borrowers will pay as expected, or, if the borrower defaults, that security in respect of the underlying assets will be able to be enforced and the relevant assets liquidated in a cost-effective manner. In addition to the risks of borrower default, the Funds will be subject to a variety of risks in connection with such investments, including risks arising from mismanagement or a decline in the value of collateral, contested enforcement proceedings, bankruptcy of the debtor, claims for lender liability, violations of usury laws and the imposition of common law or statutory restrictions on a Fund’s exercise of contractual remedies for defaults on such investments. Subordinated Debt Investments A portion of the Funds’ capital are permitted to be invested in indebtedness that is unsecured or subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured and/or bear floating interest rates. In addition, these investments may not be protected by financial covenants or limitations upon additional indebtedness and may have limited liquidity. Debt securities are also subject to other creditor risks, including (a) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (b) so called “lender liability” claims by the issuer of the obligations and (c) environmental liabilities that can arise with respect to collateral securing the obligations, if any. The securities in which the Funds may invest may also be among the most junior in a portfolio company’s overall capital structure and, thus, subject to the greatest risk of loss. Generally, in

the case of an investment in such junior securities, there will be no collateral to protect an investment by a Fund once it is made. Second Lien Loans The Funds are permitted to invest in loans that are secured by a second lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy that can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. Involvement of Co-Lenders Some of the Funds’ investments are expected to be made as a co-lender with other co-lenders that are not affiliated with a Fund or its affiliates. These investments may involve risks not inherent in other types of investment vehicles, including, for example, the possibility that such third-party entities may become insolvent and bankrupt, have economic or business interests or goals inconsistent with those of a Fund or otherwise be in a position to take action inconsistent with a Fund’s objectives, desires or policies, including, for example, in the context of discussions following a borrower default. Actions taken by bankrupt entities could subject a Fund to liabilities larger than, or other than, those anticipated. Additionally, co-lenders, and not a Fund, may control the voting by lenders and may elect to take actions with respect to the enforcement of a loan and the lenders’ rights and remedies under that loan that a Fund does not support and cannot block. Prepayment Risk The Funds’ credit investments may be subject to prepayment. Prepayments on credit investments can be affected by a number of factors including the prevailing level of interest rates as well as economic, demographic, tax, social, legal and other factors. If the prevailing rates for similar loans fall below the interest rates on credit investments held by the relevant Funds, then prepayment rates would generally be expected to increase. Conversely, if prevailing rates for similar loans rise above the interest rates on the credit investments held by the Fund, prepayment rates would generally be expected to decrease. The Funds will attempt to account for anticipated prepayment levels in investing in loan assets. However, increased prepayment levels can negatively impact the total cash realized over the life of the assets and can consequently affect the rate of return on such investments. Certain of the Funds’ credit investments may have variable interest rates. In order to reduce prepayment risk associated with variable rate loans, such Funds are permitted to set a minimum yield target for such credit investments where market conditions permit. In the event that a borrower elects to prepay such credit investment, the borrower would be required to pay a premium in an amount sufficient for the Funds to realize the minimum yield target ascribed to such credit investment. In addition, certain of the Funds’ credit investments may have lockout periods and/or defeasance periods during which prepayment is prohibited or have other forms of prepayment premiums or defeasance features that would be triggered upon prepayment. However, certain of such credit investments can permit prepayment after such lockout periods or the periods for such prepayment penalties or premiums have expired. Prepayments on credit investments are also affected by the financial circumstances of the borrower, fluctuations in the business operated by the

borrower, competition, general economic conditions and other factors. However, there can be no assurance that credit investments will prepay at any particular rate. Variable Rate Loans The Funds are permitted to acquire investments that provide for adjustments in the interest rate associated with such investments at various monthly, annual or other intervals. The variable interest rate of investments held by the Funds are subject to the risk that such interest rates may decline, which would reduce the amounts payable to the Funds with respect to such investments. Changes to Benchmark Rate To the extent that a Fund’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”) or other rates (each, a “Benchmark Rate”), the Fund may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Funds and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Further, to the extent a Fund joins an existing umbrella credit facility (the “Charlesbank Credit Facility”) for the purposes of facilitating Fund borrowing, it is possible that the Fund will have exposure to LIBOR. This would be the case notwithstanding the transition away from LIBOR described above if amendments have not yet been made to the interest rate benchmarks applicable under such Charlesbank Credit Facility in order to cease using an interest rate that references LIBOR. In addition, it may be that the portfolio companies that a Fund invests in have not yet themselves remediated their own financing arrangements and therefore such financing arrangements also continue to apply LIBOR referencing rates of interest. Monetary Policy and Governmental Intervention In response to the global financial crisis in 2008, the Board of Governors of the U.S. Federal Reserve System (the “Federal Reserve Board”) and certain non-U.S. central banks acted to hold interest rates to historic lows in addition to taking other governmental actions to stabilize markets and seek to encourage economic growth. While many of these actions have ceased or slowed significantly, these and other actions by the Federal Reserve Board and such other central banks, including changes in policies, may continue to have a significant effect on interest rates and on the U.S. and world economies generally, which in turn may affect the performance of a Fund’s investments on an absolute and/or relative basis. In early 2020 in response to the economic impact of the COVID-19 global pandemic, the U.S. government, including the Federal Reserve, took a number of measures in an effort to stabilize the U.S. economy and to inject liquidity into the U.S. capital markets. The far-reaching implications of these actions are unknown and therefore create material uncertainty and risk with respect to a Fund’s prospects, performance and financial results for an indefinite period of time. There can be no assurance that actions taken by the U.S. government, including the Federal Reserve Board, will have a beneficial impact on the financial markets and/or a Fund’s returns. The current Russia-Ukraine conflict, which has resulted in increased energy prices and sanctions disrupting the normal patterns of global trade, is likely to exacerbate inflationary conditions.

Inflation and Deflation Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which a Fund invests and may make defaults more likely, which may result in a decline in the value of a Fund’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on a Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of a Fund. Credit and Interest Rate Risks of Debt Securities Investments in debt securities are subject to both credit and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. The financial strength and solvency of an issuer are the primary factors influencing credit risk. There can be no assurance that a portfolio company will have sufficient cash flow from operations or capital resources from follow-on debt and equity financings to satisfy its loan obligations to a Fund as they become due. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may also affect credit risk. In the event of a default, the available remedies to a Fund may include legal action against the portfolio company and, if the investment has been secured, foreclosure or repossession of collateral given by the portfolio company. However, there is no assurance that a Fund will be able to recover value from realizing on collateral provided to such Fund to secure repayment of loans made by it sufficient to satisfy such obligations. Such collateral, if applicable, can lose value over the term of a loan obligation. If a portfolio company defaults on its loan obligations to a Fund, such Fund could experience significant delays and costs in exercising its rights to protect its investment. A Fund’s ability to obtain payment from a portfolio company beyond the realizable value of a Fund’s collateral, if applicable, can be limited by bankruptcy or similar laws affecting a creditor’s rights. There can be no assurance that a Fund would ultimately collect the full amount owed on a defaulted loan. “Interest rate risk” refers to the risk associated with market changes in interest rates. Interest rate changes may affect the value of an investment indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate investment and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity is

generally more pronounced and less predictable in investments with uncertain payment or prepayment schedules. The Funds will finance a portion of their investments through credit facilities and other financings, which will also bear interest and be subject to fluctuations in interest rates. While the Funds do not anticipate a mismatch between floating and fixed rates between its borrowings and investments, a mismatch between borrowing at a floating rate and lending at a fixed rate could magnify the negative impact of rising interest rates. Similarly, mismatches between the reference rates for floating interest rates on borrowed capital and debt investments could result in a mismatch between the Funds’ costs of borrowed capital and its return on debt investments. As discussed below delayed or uneven implementation of new reference rates in credit markets could also negatively affect, or magnify the negative effects of, changes in interest rates. The Funds will finance a portion of their investments through credit facilities and other financings, which will also bear interest and be subject to fluctuations in interest rates. While the Funds do not anticipate a mismatch between floating and fixed rates between its borrowings and investments, a mismatch between borrowing at a floating rate and lending at a fixed rate could magnify the negative impact of rising interest rates. Similarly, mismatches between the reference rates for floating interest rates on borrowed capital and debt investments could result in a mismatch between the Fund’s costs of borrowed capital and its return on debt investments. The credit markets have generally moved away from certain reference rates, e.g., LIBOR, to new reference rates, e.g., SOFR. As discussed below, delayed or uneven implementation of new reference rates in credit markets could also negatively affect, or magnify the negative effects of, changes in interest rates.

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.

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

Charlesbank and/or its related parties hold a substantial portion of the equity, even to the detriment of other Funds. In addition, Charlesbank is permitted to consider an investment opportunity for one Fund and then subsequently determine to have another Fund make the investment. In making any such reallocation determination, Charlesbank will consider a variety of factors, including those set forth above. Conflicts of interest arise in connection with such a reallocation, including those set forth above. In addition, a conflict of interest exists because the investing Fund will benefit from the initial evaluation, investigation and due diligence undertaken by Charlesbank on behalf of the original Fund for which the investment was initially considered. In certain cases, such reallocation determination occurs after a significant period of time has passed and the Fund to which the investment was originally allocated has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. Charlesbank experiences conflicts of interest in connection with causing one Fund to incur expenses that may ultimately benefit another Fund, and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that one Fund owes to another Fund, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the allocation of such expenses is in the best interest of the Funds. There can be no assurance that the amounts reimbursed to the original Fund will be commensurate with the benefit received by the investing Fund. Investments Away from a Fund; Allocation of Investment Opportunities with Other Vehicles Charlesbank and its affiliates currently manage multiple Funds and, subject to the limitations on forming successor funds and accounts described in the Governing Documents, and Charlesbank and its affiliates reserve the right in the future to manage or control funds, accounts, special purpose acquisition companies, interval funds, evergreen funds, funds which have elected to be regulated as business development companies under the Investment Company Act, Co-Investment Vehicles, specialized investment vehicles or other similar investment vehicles, in each case that may have different strategies, target investment sizes, geographic focuses, liquidity rights or expected hold periods as a given Fund but seek to make investments that otherwise fall within the objectives of such Fund. Charlesbank expects that it will originate investment opportunities that will qualify as suitable for investment by multiple Funds. In such cases, it is possible that the Governing Documents of the Funds or the Allocation Policy may require that one Fund has the initial opportunity to invest up to its desired allocation before another Fund has the opportunity to participate in such investment opportunity, which can result in such first Fund being allocated a significant portion of such investment opportunity and, as a result, the second Fund may, from time to time, invest on a side-by-side basis with the first Fund. If a Fund coinvests with Co-Investment Vehicles in any investment opportunity, it is possible that the Fund may be allocated a portion of such investment opportunity that is smaller than the relevant general partner and Charlesbank would have allocated to it if the Fund did not have to share such allocation with the CoInvestment Vehicle. In addition, the Governing Documents provide Charlesbank with wide-ranging authority to make determinations such as the cessation of a Fund's investment period and the commencement of a successor Fund’s investment period (including timing determinations relating to each of the foregoing). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and therefore Charlesbank faces conflicts of interest in making such determinations. Additionally, if the fee arrangements between a Fund and Charlesbank are expected to be more or less favorable to the Charlesbank than the fee arrangements between Charlesbank and any other Funds, Charlesbank can and expects to be incentivized to allocate a greater portion of an investment opportunity to the Fund with the favorable fee arrangement. In certain instances, Charlesbank may be obligated to

allocate a greater portion of an investment opportunity to certain Funds over others, including in respect of a follow-on investments. Except as otherwise provided in the Governing Documents of any participating Funds or the Allocation Policy, a Fund is permitted to make a co-investment with Co-Investment Vehicles, including at a different time than or on, and ultimate disposition on, economic terms that differ from those terms provided to the relevant other Funds. A Fund may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Funds. Multiple Funds investments alongside each other may occur at different times, including, after a Fund has established a position in an investment. This could result in differences in price, investment terms, leverage and associated costs between the Funds invested in such investment. There can be no assurance that a Fund’s return on such an investment will be the same as the returns achieved by any other Funds. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to any one Fund or groups Funds. Charlesbank has adopted certain policies and procedures intended to address situations that can give rise to conflicts of interest, including the Allocation Policy described above, but there can be no assurance that such policies and procedures will be applied in a manner that is favorable to a Funds in all or even most instances, nor can there be any assurance that such policies and procedures will adequately address all situations that may arise or that such conflicts will be resolved to the advantage of the relevant Fund. There may be circumstances (including, as described above, with respect to portfolios of assets that might be suitable for multiple Funds), including in the case where there is a seller who is seeking to dispose of multiple assets, securities or instruments (as a pool or otherwise), where multiple Funds participate in a single or related series of transactions with a particular seller where certain of such assets, securities or instruments are specifically allocated (in whole or in part) to any of the participating Funds. Similarly, there can be circumstances where the relevant Funds are seeking to dispose of a pool or combination of assets, securities or instruments and participate in a single or related transactions with a particular buyer. The allocation of such specific items generally would be based on fair and reasonable allocation considerations described in the Allocation Policy. Also, a pool may contain both debt and equity instruments that Charlesbank determines should be allocated to different Funds. In such situations, Charlesbank would typically acquire (or sell) such pool or combination of assets for a single combined purchase price with no prices specified for individual assets, securities or instruments. Accordingly, Charlesbank will have a conflict in establishing the specific prices to be paid for each asset, security or instrument by the relevant Funds. In some cases, a counterparty will require an allocation of value in the purchase or sale contract, though Charlesbank is permitted to determine such allocation of value is not accurate and should not be relied upon. Charlesbank will generally rely upon internal analysis to determine the ultimate allocation of value, though it could also obtain third-party valuation reports. Charlesbank generally will not have an obligation to present such conflicts of interest to the Advisory Committee or the Independent Client Representative when they arise, and Charlesbank’s determination regarding such allocation of value will be binding on the Funds. There can be no assurance that an investment of a Fund will not be valued or allocated a purchase price that is higher or lower than it might otherwise have been allocated if such investment were acquired or sold independently rather than as a component of a portfolio shared with other Funds. Charlesbank will seek to resolve these conflicts related to allocation of portfolios in a fair and equitable manner, considering the circumstances over time. Conflicts Associated with Advisory Committee In addition, Charlesbank consults with Advisory Committees for certain Funds to review potential conflicts and to ensure that one Fund is not favored over another. Each Advisory Committee is comprised of representatives of the limited partners of that Charlesbank Fund. An Advisory Committee may also review allocation decisions outside of the scope or limitations of the Charlesbank Fund’s Governing Documents. A conflict of interest may exist when some, but not all, limited partners are permitted to designate a member

to the Advisory Committee because those designating limited partners will, for instance, have greater information rights. The Advisory Committee also has the ability to approve conflicts of interest with respect to Charlesbank and the Funds, which could be disadvantageous to the investors, including those limited partners who do not designate a member to the Advisory Committee. Limited partners in many cases (including limited partners making commitments in excess of certain amounts) are expected to request (by Side Letter or otherwise) a role on the Advisory Committee, and Charlesbank expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A general partner is authorized to appoint limited partners to the Advisory Committee of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Funds, their perception of a limited partner’s effectiveness on an Advisory Committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Fund and the general partner and other factors. Charlesbank is permitted to seek the consent of the relevant Advisory Committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an Advisory Committee member, or decision made by an Advisory Committee as a whole, will fully represent their individual interests. Conflicts Associated with Co-Investments and Allocation of Co-Investment Opportunities The Funds are permitted to acquire interests in certain portfolio companies through co-investment arrangements, including, without limitation, (i) portfolio investments with Co-Investors in a portfolio company at the same time and on the same terms at the investment level, (ii) portfolio investments at different or overlapping levels of a portfolio company’s capital structure or otherwise in different classes of a portfolio company’s securities (including portfolio companies in which multiple Funds have existing investments) or (iii) subject to the terms of the relevant Governing Documents, situations where a Fund acquires the entire investment in a portfolio companies with the intention of transferring a portion thereof to one or more Co-Investors and other Funds, the terms of which, including with respect to fees, disclosure of information and expenses to be borne thereby, are permitted to be different from the terms of the first Fund acquiring the entire investment. Such co-investment arrangements, regardless of the manner in which they may be structured, involve a number of risks and conflicts of interest not otherwise present. For instance, a Fund and a Co-Investor can have different expected termination dates and/or investment objectives (including return profiles) leading to conflicting goals with respect to the price and timing of disposition opportunities. Except as otherwise provided in the Governing Documents, there can be no assurance that a Fund and any Co-Investor will exit a portfolio investment at the same time or on the same terms, and there can be no assurance that the return on such investment, which depends in part on such factors as access to credit and information, hedging strategies, investment terms, leverage and associated costs, will be the same for the Fund and such Co-Investor. A Co-Investor, if not controlled by Charlesbank or its affiliates, may be in a position to take actions contrary to the instructions or requests of a Fund or contrary to such Fund’s policies and objectives. In addition, the involvement of a Co-Investor can lead to additional restrictions on the sale or other disposition of a Fund’s interest in the portfolio company. Where co-investment opportunities become available and appropriate, the general partner of the applicable Charlesbank Fund is permitted, but is not obligated, to offer such co-investment opportunities, in some cases, to (i) any Charlesbank Fund limited partners (or their beneficial owners), (ii) current or future management or employees of the relevant portfolio company, consultants and advisors with respect to such portfolio company or pre-existing investors or other persons associated with such portfolio company, (iii) officers and employees of Charlesbank and its affiliates (including Portfolio Support Services members), (iv) any joint venture partner, (v) any other investment fund or managed account advised by Charlesbank or its affiliates, (vi) the Overage Program (as defined below) or (vii) Service Providers and any other person, including persons or entities whom the general partner of the applicable Charlesbank Fund believes will be of benefit to the Charlesbank Fund or one or more portfolio companies or who may provide a strategic,

sourcing or similar benefit to Charlesbank, the Charlesbank Fund, a portfolio company or one or more of their respective affiliates due to industry expertise, regulatory expertise, end-user expertise or otherwise (including private equity funds sponsored by persons other than Charlesbank) (collectively, “CoInvestors”). In certain cases, determinations to allocate such amounts or investment opportunities to Service Providers will be made prior to the determination of the availability of opportunity for other Co-Investors, and as such generally will decrease the amount of co-investment opportunities available. Notwithstanding the foregoing, in general, (i) no limited partner has a right to participate in any coinvestment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities, unless otherwise agreed with Charlesbank (including via a Side Letter), (ii) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of Charlesbank or its related persons or other participants in the applicable transactions, such as co-sponsors, (iii) co-investment opportunities typically will be offered to some and not other limited partners in the sole discretion of Charlesbank or its related persons, investors may be offered a smaller amount of co-investment opportunities than originally requested and a limited partner may be offered fewer co-investment opportunities than other limited partners, with the same, larger or smaller capital commitments, (iv) coinvestment opportunities may be offered to one or more of the categories of Co-Investors described above without offering the opportunity to other categories and (v) Co-Investors will generally purchase their interests in a portfolio company at the same time as the Fund or will on occasion purchase their interests from a Fund after the Fund has consummated their investment in the portfolio company (also known as a post-closing sell down or transfer). The applicable general partner will, in its sole and absolute discretion, determine if an investment by the Fund alongside or with another person or entity in a given investment constitutes a co-investment. Each co-investment opportunity (should any exist) is likely to be different, and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Additionally, non-binding acknowledgements of interest in co-investment opportunities do not require Charlesbank to notify the recipients of such acknowledgements if there is a co-investment opportunity. However, Charlesbank reserves the right to agree to give particular limited partners or other Co-Investors priority access to co-investment opportunities. The existence of such priority or other contractual coinvestment access rights could affect Charlesbank’s decision to offer certain opportunities for coinvestment and could limit the ability of limited partners to be offered certain co-investment opportunities. Subject to the terms of the applicable Charlesbank Funds’ Governing Documents, Charlesbank allocates co-investment opportunities among Co-Investors in any manner it deems appropriate, taking into account those factors that it deems relevant under the circumstances, including: (i) the character or nature of the coinvestment opportunity (e.g., its size, structure, geographic location, relevant industry, tax characteristics, timing and any contemplated minimum commitment threshold); (ii) the level of demand for participation in such co-investment opportunity; (iii) the ability of a prospective Co-Investor to analyze or consummate a potential co-investment opportunity on an expedited basis without harming or otherwise prejudicing the Fund, especially when the investment opportunity is time-sensitive in nature (including whether the prospective Co-Investor has a particular complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required); (iv) certainty of funding and whether a prospective Co-Investor has the financial resources to provide the requisite capital; (v) the investing objectives and existing portfolio of the prospective Co-Investor; (vi) the reporting, public relations, competitive, confidentiality or other issues that may also arise as a result of the co-investment; (vii) the legal or regulatory constraints to which the proposed investment is expected to give rise; (viii) whether the prospective Co-Investor has a history of participating in opportunities and Charlesbank’s perception of its past experiences and relationships with that potential co-investment party, such as the willingness or ability

of the prospective Co-Investor to respond promptly and/or affirmatively to potential investment opportunities previously offered by Charlesbank and the expected amount of negotiations required in connection with prospective Co-Investor’s commitment; (ix) the ability of a potential co-investment party to aid in operating or monitoring a portfolio company or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s relationship with the management team of the potential portfolio company and whether the potential co-investment party has any existing positions in the portfolio company; (x) the extent to which a prospective Co-Investor has been provided a greater amount of co-investment opportunities relative to others; (xi) whether the prospective Co-Investor would require any governance rights that would complicate the transactions (or, alternatively, whether the prospective Co-Investor would be willing to defer to Charlesbank and assume a passive role in governing a portfolio company); (xii) any interests a prospective Co-Investor has in any competitors of the portfolio company; (xiii) Charlesbank’s perception of whether the investment opportunity may subject the prospective CoInvestor to legal, regulatory, competitive, confidentiality, reporting, public relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered; (xiv) Charlesbank’s evaluation of whether a particular potential co-investment party has provided value in the sourcing, establishing relationships, participating in diligence and/or negotiations for such potential transaction or is expected to provide value to the business or operations of a portfolio company post-closing; (xv) Charlesbank’s evaluation of whether the profile or characteristics of the prospective Co-Investor may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, if the prospective Co-Investor is involved in the same industry as a target company in which a Fund wishes to invest, or if the identity of the prospective CoInvestor, or the jurisdiction in which the prospective Co-Investor is based, may affect the likelihood of a Fund being able to capitalize on a potential investment opportunity); (xvi) whether the prospective CoInvestor will make commitments to invest in other funds (including concurrently with the applicable coinvestment); (xvii) whether Charlesbank believes, in its sole discretion, that allocating investment opportunities to a prospective Co-Investor will help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to a Fund and/or Charlesbank and whether the prospective Co-Investor has demonstrated a longterm and/or continuing commitment to the potential success of the Funds and/or Charlesbank; (xviii) whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Funds (i.e., a stapled co-investment opportunity); and (xix) Charlesbank’s own interests. The factors above are not listed in order of importance or priority and Charlesbank is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Charlesbank’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including a Fund, prospective Co-Investors, Charlesbank investors and other third-parties, and in the manner discussed above, often will not result in proportional allocations among such persons, and such allocations often will be more or less advantageous to some such persons relative to other such persons. With respect to allocations influenced by Charlesbank’s own interests, there can be a variety of circumstances where Charlesbank will be incentivized to afford co-investment opportunities to one Co-Investor over another. Additionally, Charlesbank may be incentivized (contractually or otherwise) and reserves the right to offer certain Co-Investors a minimum amount of coinvestment opportunities or otherwise bear adverse economic consequences for failure to do so, which consequences can include a loss of future economic rights, including carried interest or other incentive arrangements. Charlesbank expects that these factors will lead Charlesbank to favor some potential CoInvestors over others with respect to the frequency with which Charlesbank offers them co-investment opportunities. Charlesbank also expects to allocate certain Co-Investors a greater proportion of an investment opportunity than others as a result of these factors.

Without limiting the foregoing, the general partners of certain of the Charlesbank Funds have established programs (each, an “Overage Program” and together, the “Overage Programs”) to make co-investment opportunities available to interested institutional limited partners in such Funds in connection with the Funds’ larger portfolio investments. The terms of the Overage Programs are determined by the general partners and the participating limited partners of the relevant Funds and require that (a) any co-investments by the Overage Programs with the Funds will generally be made substantially at the same time as (or within a reasonable time before or after) the investments made by the Funds and on economic terms at the investment levels substantially no more favorable to such Overage Program participants than those on which the relevant Funds invest at the time of such co-investment (to the extent reasonably practicable, taking into account such facts and circumstances as are applicable with respect to such co-investment at the time of such co-investment and it being understood that legal, tax, regulatory or similar considerations or limitations may affect the form of such co-investments) and (b) any such co-investment generally will be sold or otherwise disposed of substantially at the same time (and, in the case of a partial disposition, in substantially the same proportion) as the dispositions made by the Funds, and on economic terms at the investment level substantially no more favorable to such Overage Program participants than those on which the relevant Funds dispose of their interest in such investment at the time of such disposition (to the extent reasonably practicable, taking into account such facts and circumstances as are applicable with respect to such co-investment at the time of the disposition of such co-investment); provided in either case, the general partners of the relevant Funds are permitted to determine in good faith and employ other terms, proportions or timing as are advisable due to legal, tax, regulatory, accounting or similar considerations or limitations, or advisable in order to facilitate a transaction. 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. Conflicts Associated with Co-Investments by Portfolio Company Officers and Executives Current and former founders, officers and executives and other affiliates of portfolio companies have and likely will invest in a Fund. While Charlesbank believes this aligns portfolio company management teams with the best interests of the Fund, Charlesbank may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain the goodwill with such portfolio company management team investor or other affiliate of the portfolio company that is an investor in a Fund such that they continue to invest in the Funds, among other reasons. Conflicts Associated with Principal and Cross Transactions It is Charlesbank’s general policy not to enter into principal transactions. A principal transaction is defined as a transaction in which an investment adviser, acting for its own account, buys a security from or sells a security to a client. While unlikely, Charlesbank will comply with applicable law and obtain consent from the relevant Funds’ Advisory Committees in the event of a principal transaction. While uncommon, in certain cases, Charlesbank is permitted to cause a Fund to purchase investments from another Fund, or it may cause a Fund to sell investments to another Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or Charlesbank might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, Charlesbank, its affiliates and/or their professionals are permitted to (i) have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Charlesbank and its affiliates generally receive management or other fees (including carried interest that may crystallize upon consummation of such

transactions) in connection with their management of the relevant Funds involved in such a transaction, and generally are entitled to share in the investment profits of the relevant Funds. To address these conflicts of interest, in connection with effecting such transactions, Charlesbank will follow the requirements set forth in the Governing Documents of the relevant Funds. In general, Charlesbank will (i) consider its respective duties to each Fund, (ii) determine whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s-length transaction with a third party on commercially reasonable terms (which may or may not involve a valuation agent or a thirdparty bid), and (iii) obtain any required approvals of the transaction’s terms and conditions. Charlesbank reserves the right to determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction (including its value) to the Fund under then-current market conditions and therefore determine not to obtain a consent or fairness opinion. There can be no assurance that any such conflicts can be resolved in a manner that is beneficial to each Fund or portfolio company nor is there any assurance that such transaction will be equally or similarly profitable or advantageous to each participating Fund. Cross-Fund transactions are expected to arise in the context of automatic or other re-balancing of investments among parallel investing entities, and in such circumstances, Charlesbank generally will not seek a fairness opinion or Advisory Committee consent given that such transactions typically are effected close in time to the initial Fund’s investment or pursuant to authorizing provisions in the relevant Governing Documents. Charlesbank is permitted to cause a Charlesbank Fund to purchase additional securities of a portfolio company or investments with the intent of selling such additional securities to one or more other Funds or Co-Investors, including at a price that may not accurately reflect the value of the portfolio company or investments at the time of such sale. In the event that Charlesbank is not successful in offering a coinvestment opportunity to potential Co-Investors, in whole or in part, a Fund may consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended and would bear the entire portion of any fees, costs and expenses related to such investment, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. An investment that is not syndicated to Co-Investors as originally anticipated could significantly reduce the Fund’s overall investment returns. Therefore, it is possible that the Fund overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Conflicts of interest also have the potential to arise to the extent that a financing is used to make the investment later sold in part to CoInvestors. To the extent Co-Investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, Co-Investors nevertheless stand to receive the benefit of the use of borrowing and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. Continuation Transactions Charlesbank reserves the right to determine that it is in the best interest of a Fund holding the investment (the “selling Fund”) to transact with another Fund (the “purchasing Fund”) in order to provide the selling Fund’s investors with an option to either: (1) receive cash proceeds from the selling Fund’s sale or transfer of such portfolio company and/or (2) “roll” (i.e., retain) their interest in such portfolio company. These types of transactions are often referred to as “continuation transactions”. In connection with such continuation transactions, Charlesbank is permitted to require the investors in the purchasing Fund to make an additional investment in a Fund or commit to invest in a future Fund. In addition to those conflicts of interest described above under “Conflicts Associated with Principal and Cross Transactions,” conflicts of interest arise in these continuation transactions because (i) Charlesbank and its affiliates are charging investors in the purchasing Fund a management fee and carried interest (which economics are likely to be different than the selling Fund) and the transactions have the potential to result in the receipt of additional management fees and carried interest by Charlesbank and its affiliates; (ii) Charlesbank and its personnel

are expected to have the ability to make material investments in the purchasing Fund, which can cause them to take actions that benefit the purchasing Fund; (iii) Charlesbank is actively involved in negotiating the terms of the sale on behalf of the selling Fund, on the one hand, and the purchasing Fund, on the other hand (including allocation of expenses incurred in the transaction); and/or (iv) of the requirement for an investor in the purchasing Fund to make an investment in a Fund or a commitment to invest in a future Fund, which (a) incentivizes Charlesbank to favor such investors because of the potential for Charlesbank and its affiliates to earn additional management fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Fund. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the transaction, and Charlesbank might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Fund or vice versa. To the extent not addressed in a Fund’s Governing Documents, Charlesbank will address conflicts of interest that arise in connection with continuation transactions as set forth above under “Conflicts Associated with Principal and Cross Transactions.” Conflicts Associated with Side Letters As permitted under the Governing Documents and in the general partners’ sole and absolute discretion, the Funds have in the past entered into, and expect to enter into in the future, Side Letters with investors in the Funds that have the effect of establishing rights under or altering or supplementing the terms of the Governing Documents of a Fund as they apply to a particular investor in that Fund. As a result of such Side Letters, certain investors can receive additional benefits that other investors will not receive. The terms of such Side Letters can include, without limitation, the following: (i) various notification requirements (e.g., with respect to legal or regulatory actions); (ii) limitations on a Fund’s ability to distribute assets in kind; (iii) covenants for the provision of audited financial statements or other reports within certain periods of time; (iv) forms of notice; (v) investment restrictions; (vi) the use and disclosure of information and other confidentiality provisions; (vii) limitations on indemnification; (viii) tax related provisions (e.g., limitations on withholding taxes or engaging in certain transactions that could result in adverse tax consequences for certain investors); (ix) co-investment rights; and (x) opting out of particular investments. Many of these rights will not be subject to the “most favored nation” provisions of the Governing Documents. In addition, Charlesbank has entered into economic arrangements with certain investors. See “Special Economic Arrangements” below. Charlesbank is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to Charlesbank, its affiliates and personnel or a Fund, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to Charlesbank, its affiliates and personnel, or the Funds). Side Letters subject Charlesbank to actual or potential conflicts of interest, including in circumstances where a limited partner’s right to serve on the Advisory Committee results in the limited partner receiving additional information relative to other limited partners. To the extent a limited partner is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other limited partners are expected to be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other Side Letter rights are likely to confer benefits on a limited partner at the expense of the relevant Fund or of the limited partners as a whole, including in the event that a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund.

Conflicts Associated with using Portfolio Companies as Service Providers Charlesbank is permitted to recommend the services of one portfolio company to other portfolio companies or Funds where Charlesbank believes, in its reasonable judgment, such services would benefit one or more such other portfolio companies or Funds. Charlesbank will generally have a conflict of interest in making such recommendations, to the extent Charlesbank or its affiliates have different economic interests between (i) the portfolio companies providing and receiving the relevant services (and the Funds that are invested in the respective portfolio companies) and/or (ii) the Funds that hold the portfolio company providing service and the Funds that receive such services. Accordingly, the products or services of a portfolio company recommended to another portfolio company or Fund may not necessarily be the best available in terms of quality or price, and the benefits accrued to a portfolio company (or the Fund holding the portfolio company) providing the relevant products or services can be greater than the benefits conferred to the portfolio companies or Fund, as applicable, receiving such products or services. However, in an effort to mitigate potential conflicts associated with arrangements between portfolio companies, Charlesbank will typically not require any portfolio company to engage another portfolio company for such services and will request the applicable portfolio companies to independently assess the value-add from such services for their business and independently undertake a cost-benefit analysis. To the extent Charlesbank recommends portfolio products or services to a Fund, Charlesbank will undergo diligence with respect to any such portfolio company service provider similar to the diligence conducted with respect to third-party Service Providers and ensure that it believes the portfolio company service provider is appropriate for the Fund. In certain instances, a Fund’s portfolio company competes with, is a customer of, or is a service provider to, a Fund or another Fund’s portfolio company. In providing advice to a portfolio company’s business, Charlesbank is permitted to consider the interests of one portfolio company or Fund and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Funds. As a result, a conflict of interest can arise in these instances because Charlesbank will be exposed to different economic incentives among Funds and their portfolio companies, incentivizing Charlesbank to provide advice and recommendations to a portfolio company that may have adverse consequences to a separate portfolio company owned by another Fund. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company; withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price; increase its own prices, purchase assets from, or sell assets to, another portfolio company; commence litigation against another portfolio company; or prevent one portfolio company from commencing litigation against another portfolio company. Charlesbank, its affiliates and their personnel reserve the right and are permitted to receive the benefit of “friends and family” and similar discounts from portfolio companies owned by the Funds under which such portfolio companies make their goods or services available at reduced rates or on other preferential terms that otherwise would not be available to Charlesbank, its affiliates or their personnel. Because of Charlesbank’s control of the Funds that own such portfolio companies and, in some cases, the participation of its or its affiliates’ personnel on the board of directors or similar governing body of such portfolio companies, there is a potential for conflicts of interest associated with the receipt of such “friends and family” or similar discounts. Typically, portfolio companies will offer such discounts to customers other than Charlesbank, its affiliates and their personnel as part of their standard commercial practices to expand their respective customer bases, which Charlesbank believes helps to mitigate the potential for conflicts relating to such arrangements.

Separate Accounts To accommodate the needs of one or more specific investors (or related group of investors), Charlesbank is permitted to establish one or more separate accounts, managed accounts, investment entities or similar arrangements for the benefit of one or more specific investors (or related group of investors) that will be managed by Charlesbank and follow an investment strategy and approach that is similar to or overlaps with, in whole or in part, the investment strategy and approach of a Fund (collectively, “Separate Accounts”). To the extent any such Separate Account is formed, it may participate pro rata in some or all of the investments of the relevant Fund and, except as otherwise provided for in the relevant Governing Document, will be responsible for a proportionate share of expenses related to such investments. To the extent investment opportunities fall within the common objectives and guidelines of the Fund and any Separate Account, such investment opportunities will be allocated between the Fund and any such Separate Account in accordance with the Allocation Policy. Without limiting the foregoing, Charlesbank is permitted to form one or more Separate Accounts that can invest in multiple Charlesbank strategies. Given the multi-strategy orientation of any such Separate Account, it will not be deemed a parallel fund or other related entity of the relevant Fund. However, such Separate Accounts will reduce the allocation of any investment opportunity to the Fund. There can be no assurance that a Fund and the relevant Separate Accounts will exit an investment at the same time or on the same terms, and there can be no assurance that the Fund’s return on such an investment will be the same as the returns achieved by any such Separate Account participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the Fund. Special Economic Arrangements The general partners reserve the right, in their sole discretion and without further notice to any limited partners, to afford particular limited partners more favorable economic terms, including with respect to the management fee and carried interest distribution (all such terms being hereinafter referred to as “Special Economic Arrangements”) as may be determined by the relevant general partner in its sole discretion. Special Economic Arrangements afforded to a limited partner will not be available to other limited partners unless they are similarly situated, including comparable aggregate commitments and relationships with Charlesbank and its affiliates, as determined by the relevant general partner in its sole discretion. In addition, one or more strategic investors are permitted to invest in a Fund through one or more separately managed accounts or fund-of-one vehicles managed by Charlesbank that will be part of an integrated overall arrangement between Charlesbank and such investors (an “Integrated Overall Arrangement”). In connection with such Integrated Overall Arrangement, in addition to its limited partner interests in the relevant Fund, such investors will be entitled to, subject to certain terms and conditions, receive certain preferential economics and certain other protective and/or additional rights which will not be available to other limited partners. While other limited partners could receive similar fee discounts, based in part on their total commitment to the relevant Funds, discounts provided in connection with Special Economic Arrangements will be subject to different requirements and may not be elected by such limited partners. The limited partners in the Funds should be aware that in light of the foregoing, the interests of such strategic investors participating through an Integrated Overall Arrangement (economic or otherwise) are not expected to be aligned in whole or in part with those of the other limited partners or the relevant Advisory Committee members in all instances. Such strategic investors are permitted to consider their own interests, including their economic interests and long-standing relationship with Charlesbank, as applicable, in addition to their limited partner interests in the relevant Fund, without any duty or obligation to consider or act in the interests of any other limited partner, the general partner, Charlesbank, Advisory Committee members or any other person.

Personnel Charlesbank and its affiliates reserve the right to hire short-term or long-term personnel (including secondees or interns) who are employees, relatives of or are otherwise associated with an investor, portfolio company or a Service Provider. Although reasonable efforts are made to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee that Charlesbank can control for all such potential conflicts of interest, and there may continue to be an ongoing appearance of a conflict of interest. For example, certain employees and other professionals of Charlesbank may have family members or relatives that are actively involved in the private equity industry and/or have business, personal, financial or other relationships with companies in the private equity industry (including the advisors and Service Providers described above), which gives rise to potential or actual conflicts of interest. For example, such family members or relatives might be employees, officers, directors or owners of companies or assets which are actual or potential investments of a Fund or other counterparties of the Fund and its portfolio companies and/or assets. Moreover, in certain instances, a Fund or its portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with, companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. In most such circumstances, the relevant Governing Documents will not preclude the Funds from undertaking any particular investment activity and/or transaction. To the extent Charlesbank determines appropriate, conflict mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined to be appropriate by relevant general partner. Conflicts Associated with Preferred Service Providers Charlesbank and/or its affiliates engage certain Service Providers to provide services to Charlesbank, the Funds and/or the portfolio companies, including services during the due diligence and acquisition process. Such Service Providers or their affiliates are, in certain circumstances, investors in a Fund or affiliates of such investors and may include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors who provide services (including mezzanine and/or other lending arrangements). The engagement of any such Service Provider may be concurrent with an investor’s admission to a Fund, or during the term of such investor’s investment in the Fund. This creates a conflict of interest, as Charlesbank reserves the right to give such investor preferred economics or other terms with respect to its investment in a Fund, enhanced information or may have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor. In addition, Charlesbank will have a conflict of interest in recommending the retention or continuation of a Service Provider to the Funds or a portfolio company if such recommendation, for example, is motivated by a belief that the Service Provider will continue to invest in Funds or will provide Charlesbank information about markets and industries in which Charlesbank operates, will provide other services that are beneficial to Charlesbank and/or will provide financial sponsorship of events held by Charlesbank (such as transaction closing dinners or outings, or informational summits or training events for Charlesbank or portfolio company personnel). Charlesbank generally has an incentive to recommend the products or services of certain investors or prospective investors in the Funds to the Funds or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Funds or the portfolio companies. In certain circumstances where Charlesbank commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, Charlesbank will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Charlesbank reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, Charlesbank undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be

accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Where such rates or terms include hourly components, Charlesbank reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Whether or not Charlesbank has a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent the Funds engage in a long-term or recurring contract with a Charlesbank affiliated Service Provider, Charlesbank is permitted to not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. Charlesbank engages certain Service Providers on behalf of the Funds and personnel of such Service Providers have in the past and may in the future be seconded to Charlesbank on a temporary basis or serve in an internship capacity, pursuant to various arrangements including at reduced or at no cost, resources or training. Charlesbank is allowed to be a beneficiary of these arrangements as well. Such personnel may provide services in respect of multiple matters, including in respect of matters related to Charlesbank, its affiliates and/or portfolio companies and in any such circumstance the benefits or costs of any such personnel will be allocated in Charlesbank’s discretion taking into consideration the usage of such personnel. In such circumstances, a conflict of interest exists because Charlesbank has an incentive to select one Service Provider over another on the basis that Charlesbank may receive the benefit of seconded employees from such Service Provider, particularly where the compensation and expenses for such personnel during the secondment is borne by the Service Provider and not Charlesbank or its affiliates. Charlesbank and/or its affiliates have in the past and are permitted in the future to hire part-time or fulltime employees (including interns) who are relatives of, or are otherwise associated with an investor, prospective investor, portfolio company, former portfolio company, investment target, or Service Provider. Although Charlesbank uses reasonable care to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee that Charlesbank or any affiliate can control all such conflicts of interest, and there may be a continuing appearance of a conflict of interest (including, for instance, preferential hiring practices). Charlesbank is permitted to establish arrangements with providers of goods and services (the “Preferred Provider Programs”) under which certain portfolio companies owned by the Funds are given the option to participate with Charlesbank, its affiliates and other portfolio companies in purchasing, Service Provider or similar arrangements. Such Preferred Provider Programs will be designed to provide pricing discounts negotiated by Charlesbank, other preferential terms and/or a higher level of service or quality than participants in the program might otherwise receive from the providers. Although Charlesbank may recommend that a portfolio company participate in a Preferred Provider Program or may introduce a portfolio company to particular Service Provider, participation in any Preferred Provider Program by the portfolio companies and other participants would be voluntary. Charlesbank and its affiliates may also participate in any of the Preferred Provider Programs and receive similar benefits and discounts as the portfolio companies participating in those programs. Any such benefits or discounts received by Charlesbank or its affiliates will not result in an offset against the management fees or any other amounts payable by the Funds. Charlesbank and its affiliates may participate in Preferred Provider Programs and receive the group-wide benefits that result from portfolio companies participating in these programs without offsets to the management fee. It is also possible that the providers of a Preferred Provider Program consider the overall

level of work performed for Charlesbank, the Funds or their portfolio companies in determining whether to provide reduced rates or benefits to Charlesbank. Accordingly, Charlesbank would have a conflict of interest in recommending a Preferred Provider Program to a portfolio company. Charlesbank, as an affiliate of such related person, may indirectly benefit from such engagement and is incentivized to recommend the related person’s services over potentially better alternatives, and, as a result, the Funds may not receive services on the terms and at potentially more favorable rates they may have received from engaging alternative Service Providers. Under certain circumstances, other providers of goods or services may charge Charlesbank or its affiliates different rates or have different arrangements for goods or services provided to them as compared to the rates or arrangements for goods or services provided to the Funds or their portfolio companies through the Preferred Provider Programs, which could result in Charlesbank or its affiliates receiving a discount or more favorable terms on those goods or services while the Funds and portfolio companies receive a lesser, or no, discount or less favorable terms on similar goods or services. There can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. Charlesbank believes that the potential for conflicts relating to such Preferred Provider Programs and, specifically, Charlesbank’s and its affiliates’ participation in those programs, is mitigated by the fact that portfolio company management teams, rather than Charlesbank, would determine whether a portfolio company would participate in such programs and the anticipated benefits from participating (i.e., negotiated pricing discounts for goods, better terms and/or a higher level of service or quality) would be offered to all participants in the program. Conflicts Associated with Serving as Board Members of Portfolio Companies As described above, Charlesbank employees and members of the Portfolio Support Services serve as directors of, or observers on boards with respect to, certain portfolio companies. While conflicts of interest are expected to arise in the event that such person’s fiduciary duties as a director conflict with those of a Fund, it is expected that generally the interests will be aligned. For instance, such positions could impair the ability of a Fund to sell the securities of an issuer in the event a director receives material non-public information by virtue of his or her role, which would have an adverse effect on the Fund by limiting or otherwise hampering the investment activities or transactions of the Fund in the relevant securities. Furthermore, a Charlesbank employee or a member of the Portfolio Support Services serving as a director to a portfolio company owes a fiduciary duty to the portfolio company, on the one hand, and the relevant Fund, on the other hand, and such person may be in a position where they must make a decision that is either not in the best interest of the Fund, or is not in the best interest of the portfolio company. A Charlesbank employee or a member of the Portfolio Support Services serving as a director may make decisions for a portfolio company that negatively impact returns received by a Fund investing in the portfolio company. In addition, to the extent such persons serves as a director on the board of more than one portfolio company, such person’s fiduciary duties among the two portfolio companies can create a conflict of interest. Certain decisions made by a director may subject Charlesbank, its affiliate or a Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Funds will indemnify Charlesbank, its employees and members of the Portfolio Support Services from such claims. Conflicts Associated with Collection and Use of Data from Portfolio Companies In addition, Charlesbank receives and generates various kinds of portfolio company data and other information, including related to or created in connection with financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics, financial information, commercial and transactional information, user data, cost data and related data or information, some of which is sometimes referred to as “big data.” This information can, in certain instances, include confidential and/or sensitive information received or generated in connection with efforts on behalf of one Fund’s

investment (or prospective investment) in a portfolio company. As a result, Charlesbank is better able to anticipate macroeconomic and other trends and financial opportunities, enhance and improve operations of portfolio companies and otherwise develop investment strategies or identify specific investment or business opportunities. Charlesbank also intends to utilize such data for purposes of identifying new investment opportunities for the Funds. Information from a portfolio company owned by a Fund may enable Charlesbank to better understand a particular industry and develop and execute investment strategies in reliance on that understanding for Charlesbank and other Funds that do not own an interest in such portfolio company, without compensation or benefit to such Fund or its portfolio companies. Further, data is expected to be aggregated across the Funds and their respective portfolio companies and, in connection therewith, Charlesbank is expected to serve as the repository for such data, including with ownership, use and distribution rights therein. Charlesbank reserves the right to also share data from a portfolio company of one Fund with a portfolio entity of another Fund, which can increase a competitive disadvantage for, and indirectly harm, such portfolio company. Portfolio companies are permitted to incur incremental expenses in collecting and organizing information requested or required to be furnished to Charlesbank (which expenses are indirectly borne by the Funds). Charlesbank is likely in the future in certain instances to use this information in a manner that may provide a material benefit to Charlesbank, its affiliates, or to certain other Funds without compensating or otherwise benefitting the Fund or Funds from which such information was obtained. In addition, Charlesbank may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use or distribution, (b) policies, practices and procedures designed to ensure confidentiality of trade secrets and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, Charlesbank is generally free to use data and information from a Fund’s activities in its sole discretion for the benefit of Charlesbank and other Funds. The sharing and use of “big data” and other information present potential conflicts of interest and any benefits received by Charlesbank or its personnel will not be subject to the management fee offset provisions or otherwise shared with a Fund or its investors. Charlesbank has in the past utilized and is likely in the future to utilize such information to benefit the Charlesbank, its affiliates and/or certain Funds. Conflicts Associated with Allocation of Insurance Premiums and Other Expenses Charlesbank has in the past and is permitted in the future to cause one or more Funds to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable general partner, Charlesbank and/or its employees and their respective agents, representatives, members of the Advisory Committee and other indemnified parties, against liability in connection with the activities of the Funds. This can include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by Charlesbank that cover one or more Funds and/or Charlesbank (including Charlesbank’s employees and their respective agents, representatives, members of the Advisory Committee and other indemnified parties). Charlesbank will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds, and/or Charlesbank on a fair and reasonable basis, and Charlesbank is permitted to make corrective allocations should it determine subsequently that such corrections are necessary or advisable. Additionally, a general partner is permitted to appoint portfolio company directors, and to the extent the relevant Fund has purchased the liability insurance related to such appointment, the Fund alone is expected to be liable for such costs, and any other Co-Investors and/or CoInvestment Vehicles have the potential to benefit from such appointment. There can be no assurance that a different allocation would not result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies.

Conflicts Associated with Intangible Benefits Charlesbank and its personnel have in the past and are permitted in the future to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Fund, including benefits and other discounts provided from Service Providers. For example, airline travel, rental cars or hotel stays incurred as Fund expenses may result in “miles” or “points,” rebates, or credit in loyalty/status programs to Charlesbank and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit Charlesbank and/or such personnel even though the cost of the underlying service is being borne by the Funds, its investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Fund, its investors and/or the portfolio companies. In addition, airline travel incurred as a Fund expense for Charlesbank personnel travelling for appropriate Fund-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Fund-related matter) may benefit such Charlesbank personnel to the extent the trip also serves a personal purpose. Conflicts Associated with Investments in the Same Portfolio Company A Fund is permitted to invest in a company in which one or more other Funds hold an investment in the same, a different class or overlapping of such company’s debt or equity that is junior or senior to the Fund’s investment, or vice versa, or the Fund could make an investment alongside one or more other Funds. If a Fund determines to make a co-investment with one or more other Funds, the Funds generally will make the investment on, and ultimate disposition on, economic terms that are no less favorable than those terms provided to the relevant other Funds, subject to any specific investment limitations applicable to any participating Funds and certain other factors as described in the Governing Documents of such Funds and Charlesbank’s Allocation Policy, or as otherwise approved by the Charlesbank Funds’ Advisory Committees. If such a co-investment opportunity among Funds includes different tranches of investments, each tranche is considered a separate investment opportunity and allocated to the Funds subject to any specific investment limitations applicable to any participating Funds and certain other factors as described in the Governing Documents of such Funds and Charlesbank’s Allocation Policy. Questions arise as to whether payment obligations and covenants should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and the Charlesbank may be incentivized to choose a course of action that benefits a Fund to the detriment of another Fund. For example, a situation may arise where a Fund is a holder of equity securities of a portfolio company and one of the other Funds has the opportunity to invest in loans or debt securities or such portfolio company. Such a debt investment could arise in a number of contexts, including where another Fund acquires debt of the portfolio company in a secondary purchase, where another Fund becomes a lender to the portfolio company at the time the Fund acquires a controlling interest and finances such acquisition, and where another Fund participates in a refinancing of the portfolio company’s debt after the Fund has acquired its equity investment. If such a situation were to arise, the Fund’s investment, by virtue of being an equity investment, would be effectively junior in the capital structure to the debt investment of the other Fund. These situations can arise where the Fund is a majority/controlling equity holder of the portfolio company, and where the Fund holds a minority/non-controlling equity investment, and where the other Fund is the sole lender or a majority holder of a given debt tranche, and where the other Fund is a minority holder of such debt. In certain instances, the Fund is also permitted to take a minority or majority interest in the same tranche of debt in which another Fund holds an interest, or in a tranche of debt that is senior to, or junior

to, the debt in which such other Fund holds an interest, such as where certain debt is secured and other debt is secured on a junior basis or unsecured, or where certain debt is contractually senior to other debt. All of these situations may give rise to additional conflicts of interest. In addition, a portfolio company may engage in a refinancing transaction following which another Fund could hold all, or substantially all, of the debt of a portfolio company in which the Fund is invested. Conflicts are expected to arise in connection with such investments and transactions, including for, but not limited to, the conflicts described herein. Further, in such situations it is expected that the Fund and any such other Funds will have overlapping or the same members of the investment committee, so the same individuals will be making decisions and resolving conflicts on behalf of the Fund and such other Fund. In the event that one of the Funds has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions can, at times, be in direct conflict with another Fund if it does not have the same level of control or influence over the portfolio company. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. Most importantly, equity holders have the potential to benefit from transactions that can greatly increase a portfolio company’s value but also present risks, while the return of debt investors is limited to the return of principal and their agreed upon economics. In addition, holders of debt instruments of different priorities have differing interests as well, since generally speaking holders of more senior securities have lower return and lesser tolerance for risk. Under such circumstances Charlesbank may be required at times to make decisions with respect to debt or preferred equity investments held by one or more Funds that are adverse to the interests of one or more other Funds as a subordinated equity or debt investor in the same company and conflicts of interest may arise. These conflicts are exacerbated in the event the company is facing financial distress. For example, in the event such company enters bankruptcy, the Funds holding securities that are senior in bankruptcy preference may have the right to aggressively pursue the company’s assets (e.g., disgorgement of portfolio company profits) to fully satisfy the company’s obligations to such other Funds, and Charlesbank may be required to pursue such remedies on behalf of such other Funds. Conversely, in certain instances, it may be in the best interest of the Funds holding debt securities to declare a default, accelerate a loan or take other protective actions, while such actions would harm the other Funds’ equity investments in the portfolio company. As a result, if the one or more Funds have an investment in the same company that is more junior in the capital structure to the investments of other Funds, it could lose some or all of its investment. In addition, the involvement of the Funds at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, the Funds could be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. Conflicts arise in determining the terms of investments, particularly where these Funds invest in different types of securities in a single portfolio company. In particular, conflicts are expected to arise in negotiating the initial terms of debt investments, given the differing interests of holders of equity and debt, or of different tranches of debt, including economic terms (including, without limitation, fees, interest rates, whether or not “payments-in-kind,” of interest are permitted and penalties for early repayment), the covenants (including whether financial covenants will be required and their formulation and levels, the degree to which such the portfolio company is permitted to engage in acquisition or disposition transactions, incur additional indebtedness, and make distributions to equity holders). Conflicts are expected to also arise

if amendments or waivers are sought, e.g., to permit transactions in which the portfolio company wishes to engage, or to address defaults or liquidity issues, and in restructuring or bankruptcy process. If additional capital is necessary as a result of financial or other difficulties of a portfolio company, or to finance growth or other opportunities, the Funds are permitted (but not required to) provide such additional capital, and, if provided, each Fund will supply such additional capital in such amounts, if any, as determined by Charlesbank. In the event a Fund is unable to fund its share of additional capital (e.g., in the event such Fund does not have sufficient available capital), the other Fund or Funds may be obligated to fund more than its share of such amount. In such event, the other Fund or Funds will gain greater exposure to such investment than may have been intended and the Fund not funding its share will be diluted in such investment. Furthermore, investments to finance follow-on acquisitions are a regular part of the business of the Funds. Follow-on investments involving more than one Fund present conflicts of interest, including in connection with the determination of the equity component and other terms of the new financing, and, if the Funds making the follow-on investment have not previously invested in the relevant portfolio company, raise the risk of using such Fund’s assets to support positions taken by other Funds. Additionally, Charlesbank at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Fund (or another Fund) previously or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment. These reputational benefits and protections can benefit and/or accrue to other Funds and/or Charlesbank at the expense of the current Fund(s) investing in such follow-on investment. In addition, a Fund is permitted to participate in recapitalization transactions involving portfolio companies in which other Funds managed by Charlesbank have invested or will invest. Recapitalization transactions will present conflicts of interest, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. There are also conflicts of interest if a Fund holds junior debt instruments, as junior debt has greater inherent risks than senior debt. For example, conflicts can arise with respect to the acceleration of principal payments in the event of a default (as a Fund holding junior debt may be incentivized to accelerate payment while it would be in another Fund’s best interest for such acceleration not to occur). In addition, in the event a portfolio company breaches a debt or asset covenant, the Funds holding investments or a different priority may have differing interests in terms of deciding whether to waive certain available remedies. Such actions would have a direct (and likely negative) impact on the Fund’s equity investment in such a company. Other conflicts are expected to arise in cases where a Fund that is a holder of equity securities desires the portfolio company to have optimal flexibility to grow, while another Fund that is a holder of debt instruments of the same company, would not benefit from such flexibility and may instead benefit by placing tighter restrictions on the types and amounts of such company’s acquisitions and activities, which could restrict and/or adversely affect the ability of the Fund holding the equity to make operational decisions on behalf of a portfolio company that would benefit such Fund. Furthermore, because of the different legal rights associated with debt and equity investments, Charlesbank will face a conflict of interest in respect of the advice given to, and the actions taken on behalf of, the Funds holding the debt as compared to the other Funds holding the equity. Furthermore, it is expected that the decision-making personnel at Charlesbank (e.g., investment committee members) will overlap with respect to the Funds. These personnel also have investments in and alongside

the Funds. Such interests vary and such personnel may have an incentive to take a course of action to benefit a Fund in which such personnel holds a greater interest. 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. Valuation of Fund Assets No actively traded market is expected to exist or form for most of the securities and other interests owned by the Funds. When estimating fair value, Charlesbank will apply a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstance of the investments. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. Third-party pricing information may at times not be available regarding certain of the Funds’ assets. With respect to the Fund, the exercise of discretion in valuation by Charlesbank may give rise to conflicts of interest, as the general partner’s entitlement to share in profits is calculated based, in part, on these valuations and such valuations affect performance calculations. There may be situations in which the general partner is potentially incentivized to influence or adjust the valuation of the Funds’ assets. For example, the general partner could be incentivized to (i) employ valuation methodologies that may improve a Fund’s track record or (ii) minimize losses from write downs prior to the general partner receiving a carried interest. Charlesbank has adopted valuation policies to address these potential conflicts. U.S. Taxation of Carried Interest. U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. This creates the potential for conflicts of interest between the relevant general partner and limited partners. For example, the relevant general partner could cause the relevant Fund to borrow more frequently, in greater amounts, or for longer periods; hold investments for longer than it would absent adverse tax consequences to the general partner from a shorter holding period; or waive or defer the distribution or allocation of carried interest to the general partner, potentially changing the character or amount of income allocated to limited partners. General Partner Discretion Over Transfers The general partners generally have authority under the Governing Documents to consent to (or reject) transfers requested by one or more limited partners, and the general partners reserve the right to consent to certain transfers in advance, or to condition its consent on any number of factors, whether or not previously agreed with individual investors (e.g., via Side Letter or transfer negotiations), including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in other Funds or provide some other benefit to Charlesbank. A general partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. In such instances, the general partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the general partner generally will not obtain a fairness opinion or thirdparty valuation of such interests. The relevant general partner similarly expects to use its discretion to select

limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. Charlesbank and General Partner Financing Subject to any limitations imposed by the Governing Documents and anti-“assignment” provisions of the Advisers Act, Charlesbank, its affiliates and personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Funds, or expect to receive from the Funds in the future. Subject to any restrictions in the Governing Documents, this monetization could occur in many forms, including: public offerings of Charlesbank or an affiliate; borrowing against Charlesbank’s or the general partner’s investment in, or right to receive revenues from, one or more Funds; preferred financing or other strategic investment by a third party in one or more Charlesbank entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Funds or in one or more Charlesbank entities to third parties; or other financial arrangements, including those in which Charlesbank, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although Charlesbank and its personnel intend to abide by any “key person” or “time and attention” requirements in the Governing Documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate Charlesbank in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent third-party funding or borrowings are used to finance general partner commitment amounts, the Charlesbank and/or its personnel generally will be less aligned with limited partners than would otherwise be the case.

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.

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.

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 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.

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.

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