Alliance Consumer Growth LLC

Item 5. Fees and Compensation
       ACG’s fees and compensation arrangement may vary among the Funds. The specific terms
       of such arrangements are established by ACG, and as set forth in each Fund’s investment
       advisory agreement and governing documentation. ACG, as outlined in the Offering
       Documents, generally charges a management fee of 2.0% per year based on the aggregate
       commitments during the investment period, and 1.6% per year based on the invested capital
       thereafter. The Firm may, at its discretion, waive or reduce such fees for certain investors.
       The Firm may receive compensation with respect to certain of its underlying portfolio
       investments, and such compensation will reduce the management fee owed by the Funds
       to the Firm as described below. In addition, generally the management fee payable by a
       Fund is reduced by certain administrative, deal fees and placement fees paid to any third-
       party agents, a complete description of which is provided in the Offering Documents as
       described below. Those pooled investment vehicles that operate as co-investment vehicles
       and are advised by the Firm, as outlined in Item 4 above, may or may not be subject to a
       management fee, as fully disclosed in each vehicle’s co-investment documentation.

       In connection with Alliance Consumer Growth Fund III, L.P., all deal fees received by the
       Firm and its affiliates in any calendar year, in excess of 1% of invested capital, shall reduce
       the installment of the management fee.

       In connection with Alliance Consumer Growth Fund IV, L.P., all deal fees received by the
       Firm and its affiliates in any calendar year, in excess of 1% of invested capital, shall reduce
       the installment of the management fee.

       In connection with Alliance Consumer Growth Fund V, L.P., all deal fees received by the
       Firm and its affiliates in any calendar year, in excess of 1% of invested capital and any
       placement fees paid or to be paid by the Fund to any third-party agents, shall reduce the
       installment of the management fee.

       Funds that ACG may advise in the future may be subject to different fee arrangements as
       will be provided for in each future Fund’s respective Offering Documents.

   A. ACG generally issues a capital call quarterly in advance for the purpose of collecting
      management fees. ACG has, and in the future may, reduce or waive the management fee
      with respect to any Fund or investor.

   B. In addition to the management fees described above, each Fund is responsible for certain
      of its operating expenses as disclosed in the Offering Documents. These expenses include
      but are not limited to: (i) organizational expenses of the Fund (including the out-of-pocket
      expenses of the Firm and the Fund’s General Partner incurred in connection with the
      formation of the Fund, up to certain amounts as detailed in the Offering Documents); (ii)
      all ongoing accounting, auditing, legal, custodial, administrative, reporting and tax return
      preparation fees and expenses; (iii) costs of insurance and other expenses associated with
      the evaluation, making, holding and disposition of actual or prospective portfolio
      investments (including broken deal costs and certain travel costs); (iv) all extraordinary
      expenses of the Fund (such as any indemnity or litigation expense); (v) expenses of the

       “Advisory Council” (as defined in the Offering Documents) and meetings of investors in
       the Funds; and (vi) interest expenses for a line of credit. At the Firm’s discretion, certain
       fees, including those listed above, may be absorbed in part or in total by the Adviser.

       The Funds incur brokerage costs if applicable; however, due to the nature of the Firm’s
       business, broker-dealers are not generally used. See Item 12 – Brokerage Practices.

   C. The Firm will generally send a capital call for management fees quarterly in advance. In
      the unlikely event that ACG does not provide services for a full period, or if accounts are
      terminated according to the terms set out in each Fund’s Offering Documents before the
      end of the relevant quarter, a pro-rated fee will be returned to the Funds.

   D. Neither ACG nor any of ACG’s supervised persons will accept compensation for the sale
      of securities or other investment products.

Item 7. Types of Clients
       As further described in Item 4 of this Brochure, ACG provides investment advisory
       services to pooled investment vehicles which generally operate as exempt investment
       companies under the Investment Company Act of 1940, as amended. These Funds are
       typically limited to individuals and entities that meet the criteria of “accredited investors”
       and/or “qualified purchasers.” The Funds are marketed exclusively to institutional
       investors, family offices, and high net worth individuals.

       Prospective investors should refer to the Offering Documents of each respective Fund for
       information on minimum investment requirements. ACG maintains discretion to
       individually waive, increase or reduce the minimum investment required in any Fund
       vehicle.