Clearview Capital LP

ITEM 5. FEES AND COMPENSATION
Management Fees

The Funds pay Clearview Capital management fees in exchange for investment management
services outlined in their respective Governing Documents. The following are examples of how
certain Funds’ management fees are paid to Clearview Capital.

Fund III management fees are payable semi-annually, in advance, on or about January 1st and July
1st of each respective calendar year. During the Fund’s Commitment Period, the management fee
was computed at the annual rate of 2% of total capital commitments of the Fund. As of the end of
the Commitment Period, the management fee is computed at the annual rate of 2% of the cost basis
of all investments in portfolio companies less the value of any investments that have been written
down below their original cost basis, as stated on the balance sheet for the quarter ended prior to
the date the semi-annual payment is due, subject to certain conditions as more fully described in
the Governing Documents. Any management fee due is reduced by 80% of the monitoring and
closing fees received by Clearview Capital attributable to the Fund’s pro rata investment in a
portfolio company. These fee offsets are applied to reduce the first management fee following the
period they were incurred, unless the offset would reduce the management fee below zero, in which
case it is carried forward. The management fee was also reduced 100% by any placement fees paid
by the Fund, amortized throughout the commitment period of the Fund.

For Fund IV, Fund IV-A, Fund V and Fund V-A, we receive a management fee payable quarterly,
in advance, on or about January 1st, April 1st, July 1st and October 1st of each respective calendar
year. During the Funds’ Commitment Period, the management fee is computed at the annual rate
of 2% of the aggregate capital commitments of non-affiliated partners and thereafter at 2% of
invested capital with respect to investments that have not been disposed of or permanently written
down, subject to certain conditions as more fully described in the Governing Documents. Any

Clearview Capital, L.P.
Form ADV Part 2A

management fee due is reduced by 80% of the monitoring and closing fees (plus certain other fees
less certain expenses as more fully described in the Governing Documents) received by Clearview
Capital, or an affiliate, times the percentage of non-affiliated partners’ capital commitments in the
Funds and times the Funds’ relative ownership of the investment attributable to the fees. These fee
offsets are applied to reduce the first management fee following the period they were incurred,
unless the offset would reduce the management fee below zero, in which case it is carried forward.
The management fee is also reduced 100% by any placement fees paid by the Fund. The placement
fees are applied to the first management fee following the period they were incurred and, if
applicable, to any subsequent period until they are fully applied.

For the Mezzanine Funds, management fees are payable quarterly, in advance, on or about January
1st, April 1st, July 1st and October 1st of each respective calendar year. The management fee is
computed at the annual rate of 1.5% of non-affiliated partners’ total invested capital with respect
to investments that have not been disposed less permanent write downs of investments that have
not been disposed. Any management fee due is reduced by 80% of any monitoring and closing
fees (and certain other fees as more fully described in the Governing Documents) received by
Clearview Capital, or an affiliate, with respect to Mezzanine Fund investments times the
percentage of non-affiliated partners in the Funds. These fee offsets are applied to reduce the first
management fee following the period they were incurred, unless the offset would reduce the
management fee below zero, in which case it is carried forward. The management fee is also
reduced 100% by any placement fees paid by the Mezzanine Fund. The placement fees are applied
to the first management fee following the period they were incurred and, if applicable, to any
subsequent period until they are fully applied.

As described above, the amount of management fees for Fund IV, Fund IV-A, Fund V and Fund
V-A generally will not correspond with fluctuations in the Fund’s net asset value, including
following the Commitment Period, and will not be reduced in connection with any write downs
(whether temporary or permanent), except in the case of investments permanently written down.
Except where the relevant Governing Documents expressly provide to the contrary, management
fees will not be reduced (in whole or in part) in the case of partial distributions or partial sales of
investments.

In many circumstances, the fair value component of such post-Commitment Period management
fees for Fund IV, Fund IV-A, Fund V and Fund V-A will include capitalized transaction-specific
expenses of unrealized investments. Further, management fees generally will not be reimbursed or
refunded under the Governing Documents in the event of realizations, dispositions or partial write-
downs 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 expires upon the liquidation of the Funds. If a Fund were to terminate on a
date other than a due date, any prepaid management fees would be refunded pro rata to the date of
termination. As a general matter, management fees will be payable during term extensions unless
otherwise agreed with Investors.

Clearview Capital, L.P.
Form ADV Part 2A

An Investor is generally not permitted to withdraw from the Funds prior to termination unless it is
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ITEM 7. TYPES OF CLIENTS
Discretionary Advisory Services

Clearview Capital Funds are private investment funds and are generally structured as Delaware
Limited Partnerships or Delaware Limited Liability Companies. The Funds are exempt from the
Investment Company Act of 1940, as amended, (the “Investment Company Act”), pursuant to
either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, and not registered under
the Securities Act of 1933, as amended, (the “Securities Act”). The Investors in Clearview Capital
Funds generally consist of institutional investors and high net worth individuals. We require that

Clearview Capital, L.P.
Form ADV Part 2A

each Investor in a Fund be an “accredited investor” as defined in Regulation D of the Securities
Act. For Section 3(c)(7) Funds, the Investors are “qualified purchasers”, within the meaning of
Section 2(a)(51)(A) of the Investment Company Act. We generally require that each Investor in a
Fund that is a U.S. resident be a “qualified client” within the meaning of Rule 205-3 under the
Advisers Act.

Investors are generally required to commit at least $1,000,000 to invest in the Funds, subject to
the right of the Fund’s general partner to waive the minimum investment amount.

Non-Discretionary Advisory Services

Clearview Capital does not provide any non-discretionary advisory services to any Clients.