CP Capital US Partners LP

Item 5 | Fees and Compensation

CP Capital generally receives Advisory Fees (defined below) and performance-based fees or similar performance-based
remuneration from a Fund. A Fund and/or its portfolio companies may also make other payments to CP Capital for
services provided to the portfolio companies which, in certain circumstances, may reduce the Advisory Fees payable to
CP Capital. Additionally, consistent with the Offering Documents of a Fund, the Fund typically bears certain out-of-
pocket expenses incurred by CP Capital in connection with the services provided to the Fund and/or the portfolio

Form ADV Part 2A - 2026

companies. Further details about certain common fees and expenses are set forth below. Similar advisory services may
be available for similar, higher, or lower fees.

As compensation for investment advisory services rendered to the Funds, the investors in the Funds generally pay CP
Capital an annual management fee (the “Advisory Fee”) ranging from approximately 1.00%-1.75%. Such Advisory Fee is
typically calculated on capital commitments but may also be calculated on invested capital depending on timing and the
applicable Offering Documents. The Advisory Fee is typically payable in advance on a quarterly basis or as otherwise
agreed to in the Offering Documents. The precise amount of, and the manner and calculation of, the Advisory Fees for
each Fund is established by CP Capital in negotiation with investors in the applicable Fund and are set forth in such
Fund’s Offering Documents and/or other documentation received by each investor prior to investment in such Private
Fund. Investors may (and sometimes do) negotiate other fee arrangements, rebates, or offsets in side agreements.

Certain investors in the Funds that are employees, business associates, and other “friends and family” of CP Capital, its
affiliates or their personnel (including any related entity established by any of the foregoing, such as trusts, charitable
programs, endowments or related programs, family investment vehicles, and other estate planning vehicles)
(collectively, “Adviser Investors”) will not typically pay Advisory Fees or Carried Interest in connection with their
investment in a Fund. Adviser Investors will generally pay for their pro rata share of certain Private Fund expenses.

In addition to the Advisory Fees and performance-based fees, CP Capital from time to time receives other fees relating to
the investment activities of a Fund, including acquisition fees in connection with joint ventures formed as real estate
investment vehicles (collectively with the other fees described in this section, “Other Fees”). The amount and timing of
Other Fees received by CP Capital are generally specified in the agreement or other documentation governing the
applicable transaction. Other Fees may be substantial, for example, 2.0% of equity as an acquisition fee borne by a
Fund’s joint venture entities and paid in cash at the closings of such joint venture investments. The payment of Other
Fees and reimbursements by portfolio companies and prospective portfolio companies will, in some, but not all,
circumstances create a conflict of interest between CP Capital and its affiliates, and the Funds and their investors,
because the amounts of these Other Fees and reimbursements are often substantial, and the Funds and their investors
generally do not have a direct interest in these fees and reimbursements. In addition, such fees generally do not offset
the Advisory Fee.

To the extent provided in the Offering Documents of the Funds and except as described below as a “Fund Expense,” CP
Capital generally bears certain expenses and costs associated with the performance of its services, including expenses on
account of rentals payable for space and expenditures for equipment used by the Funds, general partner and/or CP
Capital, the salaries and wages of certain of its partners, officers, and employees, (other than Carried Interest as
described in Item 6 below) and membership dues for trade associations of which a Fund, general partner or CP Capital is
a member.

The Funds will pay (i) all third-party costs and expenses of maintaining the operations of the Fund and in considering,
developing, acquiring, maintaining, servicing, holding, financing, hedging and disposing of its investments (to the extent
not paid for or reimbursed by such investment); (ii) costs related to risk management services and premiums and fees for
insurance to benefit, directly or indirectly, the Fund, its subsidiaries, CP Capital, the general partner, and their affiliates
with respect to liabilities in connection with the affairs of the Fund and its subsidiaries and for directors’ and officers’
liability insurance or other similar insurance policies; (iii) research fees, subscription and reporting tools and services for
the benefit of the Fund and its potential and actual Investments; (iv) software costs for the benefit of the Fund or the
limited partners, (v) expenses of custodians, outside advisors, counsel (including legal counsel), accountants, auditors,

Form ADV Part 2A - 2026

administrators, and other consultants and professionals; (vi) expenses associated with forming and operating blockers,
parallel vehicles, alternative investment vehicles, and other holding vehicles related to an investment; (vii) data services,
financial modeling software, and financial modeling services; (viii) interest on and fees, costs, and expenses arising out of
all financings and refinancings entered into by the Fund (including, without limitation, those of lenders, investment
banks, and other financing sources); (ix) costs and expenses related to indebtedness of, or guarantees made by, the
Fund, CP Capital, the general partner or any limited partner that is an affiliate of the general partner on behalf of the
Fund (including any credit facility, letter of credit or similar credit support), including repayment of principal and interest
...

Item 7 | Types of Clients

As discussed in Item 4, and pursuant to the SEC’s guidance, CP Capital considers its Funds as its Clients. CP Capital
provides its advisory services to pooled investment vehicles which are typically limited partnerships for which CP Capital
related entities serve as the general partner. CP Capital’s global limited partner investor base consists of institutions,
family offices, and high-net-worth individuals many of whom reside outside of the United States.

The Funds typically have minimum investment amounts, which are outlined in their offering documents. In general, the
minimum investor commitment to a Fund is $1,000,000, although CP Capital may accept commitments of lesser
amounts.