Fifth Era Partners LP

Item 5 – Fees and Compensation

 A.      Fee Schedule
The Adviser receives Management Fees (defined below) from the Funds, and affiliates of the
Adviser that serve as general partner to a Fund may receive Incentive Allocations or Carried Interest
(each as defined in Item 6, below) from such Funds, as applicable. Management Fees, Incentive
Allocations and Carried Interest paid by a Fund are borne by investors in that Fund.

Additionally, consistent with each Fund’s Governing Documents, the Funds bear certain out-of-
pocket expenses incurred by the Adviser in connection with the services provided to the Funds and/or
their portfolio companies. Further details about such fees and expenses are set forth below.

The fees and compensation payable to Fifth Era are negotiable and vary among its Clients. However,
the range of compensation is generally as follows:
         1.      Management Fee
Fifth Era will generally receive an asset-based management fee charged to Investors in the Funds
(typically on a quarterly basis, as further described in each Fund’s Governing Documents). The
Management Fee will be calculated and paid quarterly in advance, based on the value of each
Limited Partner’s Capital Account, as of the first day of the calendar quarter. The management fee
received from the Funds may be up to two percent (2%) per annum.

With respect to SPV’s managed by Fifth Era, Fifth Era will generally receive an asset-based
management fee charged to Investors in the SPV's as further described in each Fund’s Governing
Documents. The Management Fee is generally due and payable upfront and is deemed earned when
paid, based on each Limited Partner’s Commitment for up to four years. For the initial year, the fee
is prorated based on the number of days remaining in that partial year. If an SPV is terminated other
than at the end of a calendar year, any prepaid management fee for the remaining portion of that year
is generally refunded on a prorated basis. Generally, the management fee received from the SPV’s

may be up to two percent (2%) per annum.

The Adviser, in its sole discretion, may waive or reduce the Management Fees, Incentive Allocation
or Carried Interest (as applicable) of investors in the Funds that are employees of the Adviser or its
personnel (including any related entity established by any of the foregoing, such as trusts, charitable
programs, endowments or related programs, family investment vehicles and other estate planning
vehicles) (collectively, “Adviser Investors”). The waiver or reduction of Management Fees,
Incentive Allocation or Carried Interest for Adviser Investors will not impact the pro rata allocation
of Fund expenses.
         2.       Performance Allocation

The Adviser or the General Partners are entitled to distributions subject to the performance of a Fund.
Distributions from each Fund shall initially be apportioned among the Investors in proportion to their
sharing percentages with respect to such portfolio investment. The amount apportioned to the Adviser
or the General Partners and the amount apportioned to each other Investor shall be determined by the
Fund’s Governing Documents and the amount apportioned to the Adviser or the General Partners may
differ across Funds.

Net investment proceeds from portfolio investments in fund-of-funds will be distributed among the
applicable General Partner and the Investors in proportion to their respective capital contributions.
The General Partner will receive a portion of amounts distributable to each Investor (the “Carried
Interest”) generally equal to up to 10% of aggregate distributions that are above the Investor’s
original capital contribution. With respect to direct investment vehicles, the General Partner will
receive a performance allocation up to 20% of the Net Income allocated to each Investor (the
“Performance Allocation”). This performance allocation is generally payable upon the occurrence
of a realization event. For these purposes, a realization event generally includes the liquidation,
merger, acquisition, or sale of substantially all of the assets of a portfolio company, or the closing of
a firmly underwritten public offering of the portfolio company’s common stock. Details regarding
which Funds are structured as fund-of-funds or direct investment vehicles can be found in Part 1 of
Fifth Era Form ADV, which is available online at www.adviserinfor.sec.gov.

As noted above, the Funds from time to time co-invest with, or provide co-investment opportunities
to, certain other co-investors, including Investors and other persons, through special purpose vehicles.
Fifth Era, or its affiliates, as applicable, may earn management fees and carried interest with respect
to such co-investments.

The Adviser recognizes that there could exist certain potential conflicts of interest associated with
performance-based compensation arrangements. The performance-based compensation could
motivate the Adviser to make investment decisions that are riskier or more speculative than would be
the case if these arrangements were not in effect. In addition, the Adviser could have an incentive to
favor one Fund over another in allocating investment opportunities where one Fund has higher
potential performance-based compensation. The Adviser seeks to address these conflicts of interest
by advising the Funds in accordance with the Adviser’s fiduciary duties, as well as the Adviser’s
allocation policy and the Funds’ respective investment strategies, guidelines, and any allocation
restrictions as set forth in the Governing Documents.

The Adviser of the General Partners will only charge performance-based compensation in accordance
with all applicable laws and regulatory requirements, and, to the extent required by law, only to those
Funds who qualify as “Qualified Clients” as defined in Rule 205-3 under the Investment Advisers
Act.

It should be noted that any fund launched by Fifth Era after the date of this Brochure may have
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Item 7 – Types of Clients

 As disclosed in Item 4.B., Fifth Era clients are privately offered pooled investment vehicles.
 Investors in the Funds generally are accredited investors under Rule 501 of Regulation D of the
 Securities Act of1933, as amended, and are either qualified clients under Rule 205-3 of the
 Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) or qualified
 purchasers under Section 2(a)(51) of the Investment Company Act of 1940, as amended (the
 “Investment Company Act”) so as to comply with the exemption under Section 3(c)(1) or Section
 3(c)(7), respectively, of the Investment Company Act.

 The minimum initial subscription amount required to invest in a Fund generally ranges from $20,000
 to $250,000 and may be subject to waiver at the discretion of the respective Funds General Partner
 or Board. Additional subscription amounts required to invest in the Funds are detailed within each
 Fund’s Governing Documents. Fifth Era’ Clients also include special purpose vehicles that co-invest
 alongside Funds, Investors, and third-party investors.