Clearhaven Partners LP

Fees and Compensation
In general, Clearhaven receives a management fee (the “Management Fee”), and the General Partners are
entitled to carried interest in connection with advisory services provided to the Funds. Clearhaven or its
affiliates are authorized to receive additional compensation, such as management and/or monitoring services
or similar fees (“Supplemental Fees”), in connection with management and other services performed for
Portfolio Companies of the Funds and, depending on the nature of such compensation and the terms of the
Governing Documents, such compensation offsets in whole or in part the Management Fees (as defined below)
otherwise payable to Clearhaven. In addition, in certain circumstances Clearhaven receives compensation for
management and other services performed in circumstances where there are one or more co-investors investing
in a Portfolio Company alongside the Funds; however, in certain circumstances such compensation will not
offset the Management Fee otherwise payable to Clearhaven and the Funds will not benefit from such
compensation. Clearhaven generally has broad discretion in structuring such compensation, and such
compensation commonly is paid by Portfolio Companies. In accordance with a particular Fund’s Partnership
Agreement, Clearhaven also generally has broad discretion in waiving all or a portion of such payments. It is
expected that any future Funds will have a similar fee and compensation structure, although the amounts of
fees and compensation will likely vary.

Management Fees

A Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. Commencing on their effective date and during their respective investment
periods, each of the Funds will generally pay the relevant General Partner a Management Fee, typically
quarterly in advance and calculated based on a specified annual percentage (generally equal to 2%) of
aggregate Investor Commitments (as it pertains to each Fund, “Commitments”) as specified in each Fund’s
Partnership Agreement. Generally, an Investor participating in a Fund’s closing after such Fund’s effective
date (as further described in such Fund’s Partnership Agreement) bears the Management Fee from such Fund’s
effective date, in addition to an interest component payable to Clearhaven or an affiliate. Upon a date specified
in the Governing Documents (the “Stepdown Date”), the Management Fee paid by a Fund will be calculated
as a specified percentage (generally 2% as specified in a Fund’s Partnership Agreement) of (i) aggregate
investment contributions, less (ii) the aggregate amount of investment contributions with respect to the portion
of each investment that has been disposed of or permanently written-down, as determined in accordance a
Fund’s Partnership Agreement (such investments, “Impaired Value Investments”). The Management Fee
for investors in a Fund could vary in certain cases according to the size of their investment. Due to differences
in the criteria set forth in a Fund’s Partnership Agreement, in the event where more than one Fund participates
in an investment, there is the possibility that an investment will become an Impaired Value Investment for
purposes of one Fund’s Partnership Agreement but not those of one or more other Funds.

As a result, and as is generally the case for private equity funds, the amount of Management Fees generally
will not correspond with fluctuations in the value of individual investments or of a Fund, 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 Governing Documents
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 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 Fund’s interest therein, and even in cases where the value of the Fund’s investment

or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as
a result of such transaction.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized transaction-
specific fees and expenses of unrealized investments, including certain fees (such as Supplemental Fees) and
expenses paid to Service Providers, Operations Group members, Clearhaven or its affiliates. Further,
Management Fees generally will not be reimbursed or refunded under the Governing Documents in the event
of realizations, such as a reorganization, recapitalization (including recapitalizations involving dividends),
partial sale or dispositions or partial write-downs 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 be 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 date(s) specified
therein.

The Management Fee generally commences as of each Fund’s effective date based on aggregate Investor
Commitments, regardless of when an Investor is admitted. Except as otherwise agreed, each General Partner
and investors who are affiliates, employees or other designees of such General Partner are not subject to carried
interest or the Management Fee. Each General Partner is permitted to exempt certain Investors in the Funds
from payment of all or a portion of Management Fees and/or carried interest. Any such exemption from fees
and/or carried interest is permitted to be made by a direct exemption, a rebate by the applicable General Partner
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Types of Clients
Clearhaven provides discretionary investment management services solely to its Fund clients, and references
throughout this Brochure to “clients” and to Clearhaven’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds are investment partnerships or other investment
entities formed under domestic laws and operated as exempt investment pools under the Investment Company
Act. The investors participating in the Funds generally include university endowments, sovereign wealth funds,
family offices, pension and profit-sharing plans, high-net worth individuals, banks or thrift institutions, other
investment entities, trusts, estates or charitable organizations or other corporations or business entities and
often include, directly or indirectly principals or other employees of Clearhaven and its affiliates and members
of their families, members of the Operations Group or other Service Providers retained by Clearhaven.
Clearhaven is also generally 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 or other procedures set forth in the
organizational documents of such vehicles and the related Fund. The minimum initial capital commitment
generally required for an investor in a Fund varies by Fund (subject to Clearhaven’s discretion to accept a
lesser amount). Generally, investors in the Funds must be “accredited investors,” as defined in Regulation D

promulgated under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (“Securities Act”), and either “qualified purchasers” or “knowledgeable employees” as that term
is defined under the Investment Company Act. However, Clearhaven reserves the right to waive these
requirements in certain circumstances where Clearhaven has determined to rely on alternative exemptions
under the Securities Act or Investment Company Act.

Methods of Analysis, Investment Strategies and Risk of Loss
Clearhaven applies a sector specialization approach as it seeks to invest in differentiated, sustainable and
scalable businesses in the software and technology sectors in North America (platform investments) and
globally (add-on acquisition investments). Clearhaven seeks to invest in Portfolio Companies that have strong
market-driven opportunities for growth, robust and scalable products and technology and where Clearhaven
and the company’s leadership team share a vision for profitable growth. Through Clearhaven’s investment
process and hold period, the Firm seeks to work closely with its Portfolio Companies to maximize organic
growth, improve business execution and profitability, pursue selective add-on acquisitions to create more
valuable companies, which in turn, expand investment exit options for those investments. Clearhaven’s
strategy (as further described below) targets control investments in companies with recurring and predictably
reoccurring revenue, high margins and cash flow potential and other attractive characteristics.
The principal features of Clearhaven’s investment strategy for the Funds are:
Industry Targeting and Analysis to Identify Opportunities
Clearhaven targets industries and companies primarily within the software and technology sector and where it
believes that its proprietary approach to operational metrics and support (including with Clearhaven’s
Operations Group), working in conjunction with a Portfolio Company’s management team can create
significant value. Clearhaven uses its prior direct experience and significant industry network to identify and
pursue investment opportunities.
Focus on Value-Oriented Growth Companies in Control Positions
Clearhaven typically focuses on companies with revenues of at least $20 million. Clearhaven expects to acquire
controlling positions in most cases, which enables Clearhaven to work closely with Portfolio Company
management teams and to move decisively on business improvements and growth strategies. Clearhaven seeks
to invest in companies who possess recurring or predictably reoccurring revenue, strong products and
technology applications and operate in growing markets. In addition, Clearhaven intends to invest in companies
where the company’s management team seeks to partner with Clearhaven to build improve operational
execution in order to build intrinsic business value and company scale.
Operational Approach to Value Creation

Clearhaven’s target Portfolio Companies are typically at a lifecycle inflection point where the application of
Clearhaven’s experience and metrics-driven approach to building value (the “Clearhaven Playbook”) can have
meaningful impact and be additive beyond what a company or its management team can do on their own.
During a due diligence period, Clearhaven will begin to develop an operational value creation plan which
typically includes elements of strategy, innovation, talent and culture, organic growth accelerators,
optimization and add-on acquisitions. This forms the basis of a post investment operating plan which is led by
Clearhaven personnel and executed in conjunction with any number of consultants (including the Operations
Group) as warranted in Clearhaven’s discretion.

Partnership with Portfolio Company Leadership

A central component of Clearhaven’s strategy is partnership between the Clearhaven team (including the
Operations Group and other consultants) and a Portfolio Company’s management and leadership teams.
Clearhaven believes that where company management and Clearhaven share a vision for the future state of the

company and alignment on the investment and operating plan to achieve the objectives, value creation is more
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