Cedar Hill Capital Partners LLC

ITEM 5 – FEES AND COMPENSATION
Item 5.A         Describe how you are compensated for your advisory services. Provide your fee
                 schedule. Disclose whether the fees are negotiable.

                 Each investor in the Cedar Hill Funds must meet certain eligibility provisions:
                 interests/shares in the Cedar Hill Funds are generally offered to (A) U.S. investors
                 who are (i) accredited investors within the meaning of Regulation D of the
                 Securities Act of 1933, as amended (“Accredited Investors”) and (ii) qualified
                 purchasers within the meaning of Section 2(a)(51) of the Investment Company
                 Act of 1940, as amended (“Qualified Purchasers”); and (B) non-U.S. investors.
                 Admission to the Cedar Hill Funds is not open to the general public. Investors
                 and prospective investors should refer to the offering documents for the Cedar
                 Hill Funds for a detailed description of the fee schedules.

                 As detailed below in Item 5.B, Cedar Hill/GP CHFM/GP I/GP II/TP GP, in their
                 sole discretion, may waive or reduce the Management Fee and/or Performance
                 Allocation with respect to one or more investors for any period of time, or agree
                 to apply a different Management Fee and/or Performance Allocation for that
                 investor, and have typically done so for affiliates, employees and their family
                 members. Further, in the case of the CHCP Domestic Fund and the TP Domestic
                 Fund, the GP CHFM/TP GP may in their discretion, reallocate a portion of the
                 Performance Allocation to certain investors. Further, in the case of the Mortgage
                 Funds, Cedar Hill/the Mortgage GP have modified and/or waived the
                 Management Fee and the Catch-Up/Carried Interest for Cedar Hill, its affiliates,
                 employees and their family members.

                 It is critical that investors refer to their respective Cedar Hill Fund’s
                 governing documents for a complete understanding of how Cedar Hill is
                 compensated for its advisory services.
Item 5.B         Describe whether you deduct fees from clients’ assets or bill clients for fees
                 incurred. If clients may select either method, disclose this fact. Explain how often
                 you bill clients or deduct your fees.

                 Cedar Hill deducts fees from each of the Cedar Hill Fund’s assets. The Cedar Hill
                 Funds do not have the ability to choose to be billed directly for fees incurred.

                 CHCP Funds/TP Funds:
                 CHCP Funds’ Management Fee: In general, Cedar Hill receives a monthly
                 Management Fee based on each CHCP Fund’s net assets and before the deduction
                 of that month’s Management Fee and any accrued Performance Allocation (as
                 summarized below). The Management Fee is payable monthly in arrears and
                 calculated as of the last day of each month. To the extent that the CHCP
                 Domestic Fund and/or the CHCP Offshore Fund (indirectly through the CHCP
                 Intermediate Fund) invest in the CHCP Master Fund (or through other investment
                 vehicles), the Management Fee may be paid at the master fund level (or other
                 investment vehicles level), rather than being paid by the CHCP Domestic Fund
                 and/or the CHCP Offshore Fund (indirectly through the CHCP Intermediate
                 Fund). It should also be noted that to the extent that the CHCP Offshore Fund’s
                 assets are not directly or indirectly invested through the CHCP Intermediate Fund,
                 Cedar Hill will also be entitled to a Management Fee in respect of the CHCP
                 Offshore Fund’s assets that are not invested in the CHCP Intermediate Fund,
                 calculated at a similar rate and with a similar methodology as the Management
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                 Fee described herein.

                 TP Funds’ Management Fee: In general, Cedar Hill receives a quarterly
                 Management Fee based on each TP Fund’s net assets and before the deduction of
                 that quarter’s Management Fee and any accrued Performance Allocation (as
                 summarized below). The Management Fee is payable quarterly in arrears and
                 payable as of the first day of each quarter. The Management Fee is paid at the TP
                 Master Fund level, no Management Fee (or similar compensation) will be paid at
                 the TP Domestic Fund/TP Offshore Fund level. However, if Cedar Hill and the
                 TP GP determine that for legal, tax, accounting or regulatory reasons it is in the
                 best interest of investors, Cedar Hill and the TP Funds may be permitted to
                 change such arrangement and pay the Management Fee (or similar compensation)
                 at the TP Domestic Fund/TP Offshore Fund level in the future (without
                 duplication).

                 A pro rata Management Fee will be charged to investors in the CHCP Funds and
                 the TP Funds on any amounts permitted to be invested during any month/quarter.
                 In the event that an investor withdraws/redeems all or any portion of the value in
                 such investor’s capital account during a month/quarter, the Management Fee with
                 respect to the amount withdrawn/redeemed will be calculated based on the
                 respective Cedar Hill Fund’s Net Asset Value as of the date of such
                 withdrawal/redemption and will be payable for the entire month/quarter.
...

ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or maintaining
an account, such as a minimum account size, disclose the requirements.

Cedar Hill provides investment advisory services to pooled investment vehicles operating as private
investment funds.

Each investor in the Cedar Hill Funds must meet certain eligibility provisions: interests/shares in the
Cedar Hill Funds are generally offered to (A) U.S. investors who are (i) Accredited Investors and (ii)
Qualified Purchasers; and (B) non-U.S. investors. As of the date of this Brochure, the CHCP Funds are
currently closed to new, outside investors and the Mortgage Funds are closed to new investors.

CHCP Funds: Investments in the CHCP Domestic Fund and the CHCP Offshore Fund are subject to a
minimum investment of $1,000,000 per investor, subject to waiver at the discretion of the GP
CHFM/CHCP Offshore Fund’s board of directors. In the case of the CHCP Offshore Fund, the minimum
initial investment may never be waived below the applicable statutory minimum (currently $100,000).

TP Funds: Investments in the TP Domestic Fund are subject to the minimum investments of: (i)
$500,000 for Series A interests; or (ii) $1,000,000 for Series B Interests, per investor, each subject to
waiver at the discretion of the TP GP. In the case of the TP Offshore Fund, investments are subject to the
minimum initial investments of: (i) US$500,000 (or its equivalent in another currency) for Series A/B
Shares; or (ii) US$1,000,000 (or its equivalent in another currency) for Series C/D Shares, per investor,
each subject to waiver by the TP Offshore Fund’s board of directors, but may never be waived below the
applicable statutory minimum (currently $100,000).

Further, investors in the CHCP Domestic Fund, CHCP Offshore Fund, the TP Domestic Fund and the TP
Offshore Fund may not make partial withdrawals/redemptions that would reduce their capital account
balance below $1,000,000, without the consent of the GP CHFM, the TP GP or Cedar Hill, as applicable.

Mortgage Funds: Investments in the Mortgage Domestic Fund and the Mortgage Offshore Fund are
subject to a minimum capital commitment of $10,000,000; subject to waiver at the discretion of the
Mortgage GP. In the case of the Mortgage Offshore Fund, the minimum initial investment may not be
waived below the applicable statutory minimum (currently $100,000).

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