CH Investment Partners LLC

ITEM 5: FEES AND COMPENSATION

    FEE SCHEDULES

    In consideration of our investment advisory, management and other similar services, we and/or our affiliates generally are
    entitled to receive various types of fees and compensation from or in respect of our clients, including, without limitation,
    advisory fees, management fees and performance-based compensation. While the specific fees and expenses applicable to
    each client or Fund is or will be disclosed and described in detail in the applicable offering, account and/or governing
    documents, a brief overview of our general fee schedule is set forth below. Please refer to the applicable governing, account
    and offering documents for detailed and accurate information regarding the applicable fees, expenses and compensation
    that is or may be applicable to a Fund or client.

    Funds

    With respect to the Funds, the applicable management fees vary depending upon the class of interests acquired by investors:

        •    Class A Interests (Advisory Account Clients): Generally, no management fee is charged to or paid by Class A interests
             at the Fund level. Rather, Class A Interest holders pay fees to us with respect to their interests in the Fund in
             accordance with the terms of their respective advisory agreements with us. Upon termination of an investment
             advisory agreement between us and an investor holding Class A Interests, the general partner of a Fund may, in its
             sole discretion, cause such investor to become subject to management fees at the level of the Fund or take various
             other actions in respect of such investor. Employees and personnel (and their affiliates) may from time to time
             receive or be issued Class A interests, which will not be subject to any management or other fees payable to us or
             any of our affiliates.

        •    Class B Interests (Non-Advisory Account Clients): We are entitled to receive a management fee, payable quarterly in
             advance, equal to a percentage of the net asset value of a Class B investor’s capital account, the aggregate capital
             commitment of that investor or the total invested capital of that investor (as applicable).

        •    Class C Interests (Certain Employees and Officers and Affiliates): In general, no management fee is charged to Class
             C Interests at the Fund level.

    Subject to the terms and conditions set forth in the applicable governing, offering and/or account documents, we receive or
    are entitled to receive performance-based compensation (including, without limitation and as applicable, carried interest
    distributions, incentive fees, performance allocations or similar fees) from or with respect to certain Funds and/or certain
    investors in such Funds. Except as otherwise set forth in the applicable governing or offering documents of a Fund, advisory
    clients (and holders of Class A Interests) typically are not subject to, or required to pay, performance-based compensation to
    us or our affiliates in connection with their investments in such Fund. An overview of the performance-based compensation
    or carried interest distributions payable or distributable to us or an affiliate in respect of a Fund or certain investors in such
    Fund are set forth below:

    •   CHCP Direct Investors: Investors making an initial equity commitment to CHCP Direct Investors, L.P. (“CHCP Direct
        Investors”) generally are subject to a carried interest equal to 5% of profits on distributions derived from the
        disposition of an investment on a deal-by-deal basis (following the return of contributed capital, expenses and a
        preferred rate of return of 8% to investors) (provided that we may waive or change or vary such carried interest
        otherwise payable to us in respect of any investor or investment). We may change, vary or alter the carried interest
        percentage or carried interest terms applicable to any particular investment of CHCP Direct Investors, any particular
        series or tranche of CHCP Direct Investors or all or a subset of the investors participating in such applicable
        investment or series or tranche. See Item 6, Item 10 and Item 11 below.

    •   DIF: Subject to the terms and conditions set forth in the partnership agreements of CHC Direct Investment Fund I,
        L.P., CH-IP Direct Investment Fund II, L.P. (as applicable, “DIF”), and CH-IP Direct Investment Fund III, L.P. Class B
        investors (non-advisory clients) will be subject to a carried interest. In the event that DIF or its general partner
        syndicates a portion of an investment initially acquired by DIF to one or more syndicate investors (indirectly through
        CHC DSF, as the syndicate vehicle), DIF generally will be entitled to receive all of the carried interest amounts indirectly
        payable by such syndicate investors. Syndicate carry proceeds attributable to any particular investment initially will
        be apportioned 50% to us (as special limited partner) and 50% to the investors, pro rata, in accordance with their
        respective capital contributions in respect of such investment.

    •   CHC DSF: Subject to the terms and conditions set forth in the partnership agreement of CHC Direct Syndicate Fund,
        L.P. (“CHC DSF”) and the governing documents of each applicable underlying investment vehicle (Class A Interests
        (advisory clients) and Class B Interests (non-advisory clients) will indirectly be subject to a carried interest . As
        described above, DIF generally will be entitled to receive any such carried interest amounts payable by investors in
        CHC DSF. In addition, each investor in CHC DSF (other than our employees) (including Advisory Account clients)
        generally will pay directly to us carried interest.

    •   CHC Elements:
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TYPES OF CLIENTS

 We provide advisory, sub-advisory and management services to various types of clients, including affiliated private pooled
 investment vehicles, foundations, endowments, trusts, estates, charitable organizations, family offices, corporations, other
 entities, high net worth individuals and families, and employees. We also provide and perform various non-advisory services
 for clients and other persons. We may in the future provide or perform investment advisory, management or other services
 with respect to other types of advisory clients (or non-advisory clients or persons).

 ACCOUNT REQUIREMENTS

 Funds

 In general, the minimum initial capital contribution or capital commitment, as applicable, required for an investor in a Fund
 is described in its offering documents. The general partner of each Fund has accepted and may accept lesser amounts in its
 discretion (subject to applicable law). With respect to certain of the Funds, amounts contributed or paid by investors in
 respect of management fees, fund expenses, organizational expenses and other types of expenses are in addition to, and in
 excess of, their respective capital commitments.

 To invest in the Funds, each investor generally is required to be, among other things, an “accredited investor” and either a
 “qualified purchaser” or “knowledgeable employee,” as each such terms are defined in applicable U.S. securities laws.

 Advisory Accounts

 In general, our goal is for each client and/or its affiliates (other than employees) to ultimately have, in the aggregate, at least
 $50 million in assets under our management, advisement or supervision. Advisory Account clients generally, among other
 things, (i) enter into account agreements with, and open custodial accounts at, Pershing (see Item 12 below), and (ii) sign
 investment advisory agreements that, among other things, set forth the nature and scope of our authority and the investment
 objections, guidelines and restrictions applicable to the Advisory Accounts. In addition, Advisory Account clients generally
 must meet certain net worth, net asset and/or other eligibility requirements imposed by various securities and commodities
 laws.