Cleanhill Partners LP

Item 5.    Fees and Compensation

The fees applicable to each of the Funds are set forth in detail in the corresponding Governing Documents.
A brief summary of such fees is provided below.

Management Fee

Main Funds

The Main Funds generally pay Cleanhill, quarterly in advance, a management fee (the “Management Fee”)
calculated in an amount equal to 2.0% on an annual basis of aggregate investor capital commitments
(“Commitments”) held by Investors not designated as “affiliated partners” by the General Partner. Upon
a date specified in the Governing Documents (the “Stepdown Date”), the Management Fee will be
reduced and will equal 2.0% of the aggregate investment contributions made (or payable to the Main
Funds pursuant to any outstanding capital call notice or capital call notice that the General Partner intends
to issue to repay indebtedness incurred pursuant to the Partnership Agreement) with respect to
investments that have not been disposed of or completely written-off for U.S. federal income tax purposes
as worthless, in each case, with respect to Investors not designated as “affiliated partners.” As a general
matter, Management Fees will be payable during term extensions unless otherwise agreed with Investors.
Subject to the applicable Governing Documents, Cleanhill is permitted to reduce or waive the
Management Fee with respect to an investor in its sole discretion.

Cleanhill Partners LP                                                                   Form ADV Part 2A

As is generally the case in private equity funds, the Main Funds’ Partnership Agreement provides that a
Main Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Main Fund’s then-current net asset value. As further specified in the relevant Partnership Agreement,
from the effective date of a Main Fund until the Stepdown Date, Management Fees generally will be
charged based on a formula tied to the amount of the Fund’s aggregate investor capital commitments.
Further, after the Stepdown Date, Management Fees generally will be charged and calculated based on a
formula tied to the amount of investment contributions made by a Main Fund that have not been realized
or completely written off for U.S. federal income tax purposes as worthless (such investments “Impaired
Value Investments”). As a result, the amount of Management Fees generally will not correspond with
fluctuations in a Main Fund’s net asset value, including following the relevant investment period, and will
not be reduced in connection with any write downs (whether temporary or permanent), except in the
case of Impaired Value Investments.

Except where the Partnership Agreement expressly provide to the contrary, Management Fees will not
be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those
resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments,
extraordinary dividends or similar transactions, in each case in circumstances that do not result in the
complete disposition of the relevant Main Fund’s interest therein or an Impaired Value Investment, and
even in cases where the value of the Main Fund’s investment or the Main Fund’s ownership percentage
in such investment has been reduced (including substantially reduced) as a result of such transaction.

In many circumstances, the fair value component of such post-Stepdown Date Management Fees will
include capitalized transaction-specific expenses of unrealized investments. Further, Management Fees
generally will not be reimbursed or refunded under the Partnership Agreement in the event of
realizations, dispositions or write-offs that occur partway through the relevant calculation period.

The Governing Documents set forth the full list of terms under which Management Fees will be reduced,
offset or otherwise limited, and consequently Investors should expect to bear the full specified
Management Fee rate in the Governing Documents until they are reduced in the circumstances and on
the dates specified therein.

Certain Governing Documents permit the General Partner to waive or agree to a reduction of the
Management Fee, and any waived or reduced portion of such Management Fee reduces the amount of
capital contributions the General Partner would otherwise be required to contribute to the Fund. The
General Partner reserves the right to treat any waived portion of a Management Fee installment as a
deemed capital contribution in respect of the General Partner’s Commitment. Accordingly, the Investors
of the applicable Fund typically would, in such circumstances, be required to make a pro rata contribution
according to their respective commitments to fund any contribution that would otherwise be required of
the General Partner in connection with any such waiver or reduction as described above and, as a result,
the exercise of such waiver may result in an acceleration of investor capital contributions. Waived or
reduced Management Fees are not subject to the Management Fee offsets described below under “Other
Types of Fees or Expenses,” and the amount of such waived or reduced Management Fees has the
potential to be significant. Due to waived or reduced Management Fees by a General Partner, it is possible
that Management Fee offsets will not be fully realized by investors in a Fund until any unapplied portion
of such Management Fee offsets is allocated to Investors.

Cleanhill Partners LP                                                                    Form ADV Part 2A

Single-Asset SPVs

Fees for Single-Asset SPVs are disclosed in the respective Governing Documents. Currently, the Adviser
does not earn a management fee from the Single-Asset SPVs other than CHEPC AGG, LLC and CHEPC INST,
LLC . Governing Documents of Single-Asset SPVs generally pay Cleanhill an overhead fee of up to 2% per
...

Item 7.     Types of Clients

We provide advice directly to our Fund clients and not individually to investors in any Fund. We will
determine our investment minimums on a case-by-case basis. Cleanhill generally is permitted to waive
such minimum investment amount. Cleanhill generally intends to offer and sell interests solely to
sophisticated investors including, but not limited to, high net worth individuals, banks or thrift institutions,
other investment entities, university endowments, foundations, insurance companies, sovereign wealth
funds, family offices, public pension plans, corporate pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and often include, directly or indirectly,
principals or other personnel of Cleanhill and its affiliates and members of their families, Consultants,
service providers, and executives of Fund portfolio companies.

The relevant General Partner also generally is permitted to establish Funds that are alternative investment
vehicles in order to permit certain investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle
sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations

Cleanhill Partners LP                                                                  Form ADV Part 2A

or other procedures set forth in the organizational documents of such vehicles and the Governing
Documents of the related Fund.