Clearpath Capital Partners LLC

ITEM 5: FEES AND COMPENSATION
Advisory Fees & Billing Practices
Fees for investment management services are calculated as a percentage of assets under management.
These fees are billed quarterly in advance, based on the assets under management as of the last day of the
previous calendar quarter. Below are our standard fee schedules for various services.

Schedule I: Managed Portfolios up to $20,000,000

            Assets under Management                                   Annual Fee
            On the first $3,000,000                                      1.00%
            On the next $2,000,000                                       0.75%
            On all assets in excess of $5,000,000 up to $20,000,000      0.50%

Schedule II: Managed Portfolios Greater Than $20,000,000

            Assets under Management                                   Annual Fee
            On the first $20,000,000                                     0.50%
            On the next $10,000,000                                      0.30%
            On all assets above $30,000,000                              0.25%

Fees are negotiated depending on a client’s assets and needs for our specific services

The above represent our current fee schedules. Clients with an inception date before these schedules were
adopted may pay a different fee than shown above.

We generally require that you provide authorization for us to deduct our fees directly from your
investment account. Important information about the deduction of management fees:

       You must provide authorization for us to deduct fees by initialing the appropriate section of our
        contract.

       You will receive a statement from your custodian which shows all transactions, including the
        deduction of our advisory fee.

       You are responsible for reviewing the accuracy of the fees being billed, as the custodian will not
        do so.

You may elect to pay by check rather than having payment deducted directly from your account.

If you would like to end our advisory relationship, you may do so by providing 3 days written notice. We
will prorate the advisory fees earned through the termination date and send you a refund of the prepaid,
unearned portion of your fee. We process refund payments within 15 days of the termination date and
will send you a check or refund your investment account. In either case we will provide a final invoice
detailing the calculation of the refund.

ClearPath Special Opportunities Fund 2017, LP
ClearPath will receive a management fee, payable annually in advance. The annual management fee will
be equal to 1.5% of the Fee Base as described in the immediately following sentence. The “Fee Base”
will initially be the Partnership’s aggregate capital and, commencing after the fifth anniversary of the
Partnership, the lower of the Partnership’s aggregate cost basis in its remaining portfolio investments or
fair market value. In addition, ClearPath will receive an incentive allocation calculated as of December
31st each year. When profits for the current year exceed the unrecouped net losses for prior years, we
will receive an incentive allocation of 20% of the profits generated. Solely for purposes of computing the
incentive allocation, net profits and net losses include unrealized gains and losses. If an investor
withdraws capital from the Fund, the incentive allocation for the amount withdrawn will be calculated as
of the withdrawal date.

ClearPath Opportunities Fund, LLC
ClearPath will receive a management fee, payable annually in arrears and a performance based fee of
20% of the net realized profits after payback of the fund’s investment. The annual management fee will
be 1.5% of the initial investment value in a Series. The annual management fee will only be charged for a
period starting on the date of the investment in the Series (the Start Date”) and ending 5 years after the
Start Date. The fees received by ClearPath will be reduced by operating and other expenses of the fund.

In addition to the fees paid by investors in ClearPath Opportunities Fund, LLC to ClearPath, they are also
responsible for management and performance based fees due to the other investment advisers of the
investment vehicles in which the fund invests. These fees will be disclosed in the offering memorandum
for each Series. The initial Series was charged an annual management fee of 1.75% of the capital
committed to the investment vehicle in addition to a performance based fee of 15% of the net realized
profits after payback of the initial investment.

Investors in ClearPath Opportunities Fund, LLC are required to invest for the duration of the
commitment. No interim withdrawals are permitted.

Incentive Allocation Disclosures
All incentive allocations will be made in a manner that complies with Rule 205-3 of the Investment
Advisers Act of 1940, as amended from time to time.

Incentive allocation arrangements could create an incentive for us to make investments that are riskier or
more speculative than would be the case in the absence of the arrangement. In some circumstances, we
may receive increased compensation as a result of unrealized appreciation as well as realized gains.

Other Costs Involved
In addition to our advisory fee shown above, you are responsible for paying fees associated with investing
for your account. These fees include:

     management fees for ETFs and mutual funds. These are fees charged by the managers of the ETF
      or mutual fund and are a portion of the expenses of the ETF or mutual fund.

     brokerage costs and transaction fees for any securities or fixed income trades. These are
      generally charged by your custodian and/or executing broker.

     Each Fund will be responsible for all expenses incurred. These expenses will be either charged to
      the series that incurred the expenses or all investors in the Fund, as deemed appropriate by
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ITEM 7: TYPES OF CLIENTS
We provide investment advice to high net worth individuals and their families. Typically these are
successful, connected executives and professionals. We also can provide services to Public and Private
Foundations, Endowments, Non-Profit Corporations, Charitable Donor-Advised Funds, Corporate
Pensions and Commingled Retirement Plans.

Generally we require that clients maintain $100,000 under management with us. However, we may waive
that minimum at our sole discretion.

For ClearPath Special Opportunities Fund 2017, LP the minimum commitment from an investor is
$250,000. This minimum may be waived at the sole discretion of ClearPath.

For ClearPath Opportunities Fund, LLC, the minimum commitment from an investor is $50,000. This
minimum may be waived at the sole discretion of ClearPath.