CCS Partners LLC

Item 5. Fees and Compensation

   A. As compensation for its services, the Adviser typically receives a management fee
       from the Funds (“Management Fee”) based on the net assets of the Funds.
       Management Fees are typically payable quarterly in advance, on a pro rata basis for
       any period that is less than a full quarter period, except that the Adviser may receive
       Management Fees from certain of the Funds semi-annually or monthly in advance. In
       addition, for Funds that are structured as private equity or closed-end funds, during a
       Fund’s commitment period, the Management Fee payable to the Adviser is based
       upon the aggregate capital commitments of the Fund’s limited partners. Following
       that commitment period, the Management Fee is generally based on invested capital.
       The terms of the Management Fee payable to the Adviser may vary among the Funds
       and typically ranges from 0.25% to 2.0% per annum.

       While it is the Adviser’s policy that its fees are not negotiable, the Management Fee
       will, in certain circumstances, be waived, rebated, or calculated differently at the sole
       discretion of the Adviser. Management Fees will often differ among Funds, as well
       as among investors in the same Fund. In particular, certain affiliates, employees,
       advisors, operating partners, or family members of the Adviser that are investors in
       the Fund do not pay Management Fees.

       The fee structures above will be modified from time to time.

   B. The Adviser charges Clients on a quarterly basis in advance for Management Fees
       and may be deducted from a Fund’s assets or by drawdowns from investors or by
       withholding distributions that would otherwise be distributable to the investors. To
       the extent that an incentive allocation based on investment performance is earned, a
       Fund will reallocate from the capital account to the capital account of the General
       Partner.

   C. Each of the Adviser’s Funds typically bear offering and organizational expenses,
       which in some cases may be limited to an amount specified in a Funds’ governing
       documents. Organizational expenses in excess of such amounts would be borne by
       the respective Fund but would be subject to a 100% offset against the Management
       Fee.

       The Adviser and its affiliates are likely to be entitled to receive (i) cash and non-cash
       commitment, monitoring, organizational, set-up, advisory, investment banking,
       underwriting, syndication and other similar fees in connection with the purchase,
       monitoring or disposition of investments, including warrants, options, derivatives and
       other rights in respect of securities owned by the Funds, (ii) break-up, topping,
       termination and other similar fees payable in connection with unconsummated
       transactions by the Funds, and (iii) cash and non-cash directors’ fees, including
       warrants, options, derivatives and other rights in respect of securities owned by the
       Funds, in each case, net of out-of-pocket expenses incurred by the Adviser or its
       affiliates in connection with the transactions out of which such fees arose, including
       any value-added, sales or similar taxes applicable to such fees (collectively,
       “Transaction Fees”). Certain fees received by the Adviser or its affiliates may be
       retained and are not considered Transaction Fees, including (i) certain fees paid to the
       Adviser’s affiliated broker-dealer, (ii) amounts received from co-investors and
       amounts received by operating partners of the Adviser, (iii) certain consulting fees
       paid to certain affiliates of the Adviser, (iv) any stock options or other compensation
       granted or paid by portfolio companies of the Funds to employees of the Adviser or
       its affiliates who serve in a bona fide, non-director management capacity at any such
       portfolio company, and/or (vi) amounts that are eligible to be treated as Fund expenses
       for which the Adviser and/or an affiliate thereof is reimbursed.

        The Fund pays or reimburses the Investment Manager or the General Partner for all
        of the following costs and expenses, and all costs and expenses relating to a Fund or
        a Fund’s interest in the Master Fund, in accordance with the governing documents,
        including:

Investment Program. All costs, fees and expenses related to the Fund’s investment program,
as well as expenses related to any special purpose vehicle formed for making or holding
investments (the “Investments”), including:

    (a) the researching, making, holding, monitoring or disposing of Investments (including
        prospective Investments, whether or not consummated), including costs, fees and
        expenses related to research, due diligence, proxies, brokerage commissions and
        borrowing charges on Investments sold short;

    (b) research (e.g., all costs and expenses of research reports, subscriptions to research
        services, research calls and meetings and research or industry conferences) and
        market data, including alternative data (including any computer hardware, software
        and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the
        cost of obtaining such research and market data, including third-party vendors
        necessary to process such data and any customized development and implementation
        costs) and expert networks;

    (c) exchange, clearing and settlement charges and other trading-related costs (including
        the costs of outsourced trading service providers, including technology support,
        operational and back office services), fees and expenses (including trade errors
        resulting in a loss that are not the result of the Investment Manager’s Disqualifying
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Item 7. Types of Clients

       As described above, the Adviser will serve as the investment manager to the Funds and the Managed
       Account Clients. The Funds advised by the Adviser are exempt from registration under the Investment
       Company Act, pursuant to Section 3(c)(1) or Section 3(c)(7) of such act. Investors in the Funds are
       required to represent that they meet the requirements of an “accredited investor” as such term is
       defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”)
       and, if applicable, that they meet the requirements of a “qualified purchaser” as such term is defined
       in Section 2(a)(51) of the Investment Company Act. The Managed Account Clients consist of
       institutional investors.

       Certain Funds of the Adviser may require minimum capital commitments, which may be set forth in
       the applicable Fund’s private placement memorandum and governing documents, and which the
       Adviser or the applicable General Partner may waive in its discretion. There is no fixed minimum
       account size required for managed accounts, although the size of such account is, in general,
       significantly in excess of the minimum investment required for the Funds.