Clearwater 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.

           The Funds offer interests only to certain qualified investors and admission in the
           Funds is not open to the general public. Interests are sold only to qualified
           investors who are “accredited investors” under Rule 501 of Regulation D of the
           Securities Act of 1933, as amended, and “qualified purchasers” as such term is
           defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.
           Each Fund’s offering documents contain a detailed description of the applicable
           Fund’s fee schedule.
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.

           In general, Clearwater receives a management fee based on a fixed percentage of
           each Private Equity Fund investor’s committed capital and each Hedge Fund
           investor’s capital account balance (the “Management Fee”). The Management
           Fee is generally deducted quarterly in advance. In consideration for the
           Management Fee, Clearwater will provide to the Funds office space and utilities,
           telephone, news, quotation and computer equipment and services, administrative
           services and secretarial, clerical and other personnel.

           In addition, the General Partners may receive a carried interest distribution with
           respect to the Private Equity Funds and Co-Investment Funds (the “Carried
           Interest Distribution”), based on, among other factors, paid-in capital
           contributions, proceeds received by the Private Equity Funds and Co-Investment
           Funds and the preferred return. The Carried Interest Distribution is generally
           deducted from each Private Equity Fund’s and Co-Investment Fund’s assets upon
           the liquidation of the Private Equity Fund and at such other times as determined
           by its General Partner. The General Partners may also receive a performance
           allocation with respect to the Hedge Funds (the “Performance Allocation”), based
           on, among other factors, each Hedge Fund’s net income and net loss and any
           applicable “high-water mark.” The Performance Allocation is generally deducted
           at the end of each Hedge Fund’s fiscal year.

           It is critical that investors refer to the relevant Fund’s offering and
           governing documents for a complete understanding of how Clearwater is
           compensated for its advisory services. The information contained in this
           Item 5 is a summary only and is qualified in its entirety by the relevant
           Fund’s offering documents.
Item 5.C   Describe any other types of fees or expenses clients may pay in connection with
           your advisory services, such as custodian fees or mutual fund expenses. Disclose
           that clients will incur brokerage and other transaction costs, and direct clients to
           the section(s) of your brochure that discuss brokerage.

           Except as otherwise provided in a Fund’s governing documents, each Fund will
           generally bear all of its organizational and operating costs and expenses (in
           addition to those listed in Item 5.B above), such as investment and trading
           expenses (e.g., brokerage commissions, interest expense, consultant expenses and
           expenses in connection with proposed transactions, including transactions that

           fail to close); investment-related travel expenses; legal expenses (including those
           relating to protection of a Fund’s investments); custodial expenses, taxes and fees;
           indemnification costs; indemnification insurance premiums; consulting,
           accounting, audit and tax preparation expenses; banking fees; appraisal expenses,
           expenses relating to the offer and sale of interests; fund administration
           compliance and accounting expenses (including expenses associated with the
           preparation of financial statements, tax returns and Schedule K-1s, US Treasury
           forms and FATCA compliance, taxes and other governmental charges, fees and
           duties payable by the Fund, expenses of the limited partner advisory committee
           (including expenses relating to such committee’s meetings), annual limited
           partner meeting-related expenses, expenses of communicating with investors
           which includes certain technology and implementation costs that facilitate the
           reporting requirements of such investors; costs of reporting to applicable
           governmental authorities with respect to the Fund’s limited partners as required
           by applicable laws and regulations, liquidation costs; extraordinary items; and
           expenses relating to the organization of the Fund and its General Partner
           (including expenses of counsel to the Fund, Clearwater and its General Partner).
           Generally, costs and expenses common to multiple Funds or accounts managed
           by Clearwater or any of its affiliates will be paid pro rata by such accounts based
           on the net asset value of the Funds or in the case of investment-related expenses,
           pro rata based on the amounts invested by each Fund.

           The foregoing is only a summary of the type of expenses a Fund may bear
           pursuant to its governing documents and is qualified in its entirety by the Fund
           expense-related provisions set forth in such governing documents. As such, for a
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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.

Clearwater provides investment advisory services to the Private Equity Funds and the Hedge Funds. The
minimum capital commitments or capital contributions for investors in the Private Equity Funds and the
Hedge Funds are as follows:

            o   Fund I: The minimum commitment was $100,000, although Fund I’s General Partner
                reserved the right to accept commitments of lesser amounts.
            o   Fund II: The minimum commitment was $5 million, although Fund II’s General Partner
                reserved the right to accept commitments of lesser amounts.
            o   Fund III: The minimum commitment was $5 million, although Fund III’s General Partner
                reserved the right to accept commitments of lesser amounts.
            o   Fund III Annex: The minimum commitment was $5 million, although Fund III Annex’s
                General Partner reserved the right to accept commitments of lesser amounts.
            o   Fund IV: The minimum commitment was $10 million, although Fund IV’s General
                Partner reserved the right to accept commitments of lesser amounts.
            o   Fund V: The minimum commitment was $10 million, although Fund V’s General Partner
                reserved the right to accept commitments of lesser amounts.
            o   Fund V (57 Stars): No minimum commitment.
            o   Opportunities Fund: The minimum initial contribution was $1 million, although the
                Opportunities Fund’s General Partner reserved the right to accept initial contributions of
                lesser amounts.
            o   CUC Fund: The minimum initial contribution is $200,000, although the CUC Fund’s
                General Partner reserved the right to accept initial contributions of lesser amounts.
            o   LTV Fund: The minimum initial contribution is $1 million, although the LTV Fund’s
                General Partner reserves the right to accept initial contributions of lesser amounts.

In addition, Clearwater or its affiliates may manage one or more Co-Investment Funds, which will invest
alongside a Private Equity Fund. Capital commitments for such Co-Investment Funds will vary.