ERIE Street Growth Partners Management Company LLC

Item 5 – Fees and Compensation

             Fee Schedule
             The fees and compensation payable to Erie Street vary among its Funds and Investors. In general,
             these fees are not negotiable. However, Erie Street may waive or reduce fees for certain Investors
             in its discretion. The range of compensation is as follows:
                      1.       Erie Street Companies, LP
             Erie Street Companies, LP does not directly pay any management fees to Erie Street Capital, LLC
             (the “Managing Partner”), and bares only actual costs incurred regardless of category, which may
             or may not be reimbursed by the Company. Erie Street Fees and Expenses are allocated in the sole
             discretion of the Managing Partner, pursuant to the terms of the LPA (or operating agreement). Erie
             Street Companies, LP owns 100% of Erie Street Growth Partners Management Company, LLC,
             the registered investment adviser.
                      2.       Erie Street GS LLC
      Description                                        Amount                                               When Paid

Management Fee              Erie Street Growth Partners Management Company, LLC (the            Initial fee due upon first Cost
                            “Investment Manager”) requires a Management Fee equal to 2%         Contribution (or later date as specified
                            per annum of the projected total equity raise for the Portfolio     by Managing Member). Post-5th
                            Investment by Erie Street GS LLC for each year from the date        anniversary: semi-annually on January
                            of the first Investment Contribution by Members to the fifth        15 and July 15
                            anniversary. The Management Fee for this five-year period is
                            payable in full upon the first Capital Contribution. After the
                            Five-Year Anniversary, the Management Fee is paid
                            semiannually as of each January 15 and July 15 at an annual rate
                            equal to 2% of the Remaining Capital Base (other than the
                            portion attributable to the Managing Member).

Performance Fee/Carried     See Item 6 – below.                                                 See Item 6 – below.
Interest

Administration fees and     General administrative costs are included within Company            Ongoing; paid or reimbursed by Erie
expenses                    Expenses borne by the Company (e.g., legal, accounting, tax,        Street GS LLC as incurred.
                            compliance, reporting, filing fees, and other operational costs).

Fundraising Costs           Out-of-pocket costs incurred by placement agents that are paid      Paid or reimbursed by Erie Street GS
                            or reimbursed by the Company are included in Organizational         LLC as part of Organizational
                            Expenses, which are borne by the Company. No specific               Expenses, typically at or around the
                            placement fee amount is disclosed.                                  initial closing.

Legal, audit, and ongoing   All such costs are Company Expenses borne by the Company,            Paid or reimbursed by Erie Street GS
offering expenses,          including: legal fees, accounting/audit fees, tax preparation and    LLC on an ongoing basis as incurred.
banking fees, and           advisory fees, regulatory filings, financial reporting (K-1s,        Capital calls for these expenses are
operational and             audited financials), insurance, communications,                      subject to the $100,000 annual cap.
extraordinary fees and      travel/lodging/meals related to Company business, and
expenses.                   borrowing expenses. Capital calls to fund Company Expenses
                            (other than organizational expenses, Portfolio Investment
                            acquisition costs, and Management Fees) are capped at
                            $100,000 per calendar year.

Organizational Expenses     All expenses related to structuring, organizing, and starting up     Paid by Erie Street GS LLC at or
                            the Company, including legal, printing, marketing, regulatory        around formation and initial closing.
                            compliance, subscription agreements, side letters, and placement     The Investment Manager is reimbursed
                            agent reimbursements. No specific dollar cap disclosed; borne        for organizational expenses incurred on
                            entirely by the Company.                                             or prior to the Management Agreement
                                                                                                 effective date as soon as practicable.

Portfolio Company Fees      The Investment Manager and its affiliates may retain all             Retained by the Investment Manager or
(e.g., consulting,          Portfolio Company Fees (e.g., consulting, follow-on,                 its affiliates when earned from the
monitoring, board fees)     refinancing, or other fees paid by the Portfolio Investment to the   Portfolio Investment; timing depends
                            Investment Manager or affiliates). These fees do NOT offset the      on the relevant Portfolio Company
                            Management Fee unless otherwise determined by the Managing           arrangement.
                            Member.

                      3.       Erie Street Horizon LLC
      Description                                       Amount                                                  When Paid
...

Item 7 – Types of Clients

Erie Street provides investment advice and management to private investment vehicles, including
the Funds and SPVs.

Erie Street intends to restrict the number of Investors in the Funds and will offer Interests only
through non-public transactions in order to maintain their exclusion from “investment company”
status under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly
review a Fund’s Constituent Documents, which set forth all of the terms in detail. Though the
Clients generally pursue the same strategy, offering terms may differ. Terms for Separate Accounts
are generally similar to the Funds but can be negotiated on a case-by-case basis and may differ
from those of the Funds.
Investors in the Funds are generally limited to high-net-worth individuals. Each Investor generally
must be an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) and
must meet other criteria as specified in the Constituent Documents. Erie Street does not typically
require an investor minimum initial investment.