Clearwater Management Co Inc

Item 5 - Fees and Compensation

                                            The Trust
The compensation of CMC for services rendered to the Funds is set forth in each Fund’s
prospectus and may be reduced by voluntary fee waivers. From this compensation, CMC pays
the expenses of the Funds, including the fee charged by the sub-advisers for investment advisory
services the sub-adviser performs on CMC’s behalf. Under its management agreement with each
Fund, CMC is also responsible for paying directly or reimbursing the Funds for all direct
expenses other than commissions and other direct charges relating to the purchase and sale of
portfolio securities and other assets, taxes, interest and extraordinary expenses, including without
limitation, litigation expenses.

                                          Private Funds
With respect to Private Funds structured as private equity funds, CMC charges a quarterly
management fee equal to a percentage of each Private Fund’s committed capital or capital
contributions, depending on the year of operations, as set forth in each Private Fund’s operating
agreement or limited partnership agreement. With respect to other Private Funds, CMC receives
a management fee equal to a percentage of a capital account’s net asset value, as set forth in the
Private Fund’s private placement memorandum or management agreement. CMC serves as the
manager of two Private Funds in a master-feeder arrangement. CMC does not receive a
management fee with respect to the feeder fund’s assets that are invested in the master fund.
CMC is responsible for its overhead, administrative costs and operating expenses, including,
without limitation, salaries of its personnel. The Private Funds pay or reimburse CMC, in its role
as general partner or manager, for all costs and expenses associated with the administration of
the Private Funds and other direct expenses incurred in connection with the business of the
Private Funds. The Private Funds are also responsible for the cost of third-party investment
advisers retained by CMC on their behalf as well as indirect fees, such as the allocable share of
the costs of investment vehicles held by the Private Funds. These costs include investment
management fees and incentive allocation fees charged by private investment partnerships and
other private and public pooled investment vehicles (“Investment Funds”) held by the Private
Funds. Indirect fees charged by Investment Funds are deducted from the Private Funds’
investments in the Investment Funds.

                                         Fees Paid to FCI

FCI provides various services to CMC for the Trust and the Private Funds, as described above,
pursuant to a Servicing Agreement. CMC pays FCI a flat annual fee with respect to FCI’s
services to each of the Trust and the Private Funds, respectively, which fee is subject to increase
on an annual basis.

                                       Other Information

CMC’s management fees are generally deducted from the assets of the Funds and the Private
Funds and are charged monthly or quarterly. The Funds and the Private Funds also incur
brokerage and other transaction costs (see Item 12 for a discussion of brokerage practices).

Clearwater Management Co., Inc.
Form ADV, Part 2A

Provisions relating to the termination of CMC’s management agreements are outlined within
each agreement.

Item 7 - Types of Clients

As stated above in Item 4, CMC provides investment advisory services to the Trust, a registered
investment company, and the Funds, separate series of the Trust, as the investment manager
overseeing the Funds’ subadvisory arrangements. CMC also provides discretionary management
services to the Private Funds, which are unregistered private investment funds. Investment
minimums are set forth in the Funds’ prospectus or the Private Funds’ confidential private
placement memoranda, as applicable.