Granger Management LLC

Item 5 – Fees and Compensation________________________________________________________

  Each Client shall sign an Investment Advisory Agreement that details the responsibilities of Granger and the Client
  and the relevant fees. The fees charged to investors in the Funds are detailed in the offering documents of the Funds.

A. Fees for Advisory Services to Clients

  Investment Advisory Fees are paid quarterly in arrears pursuant to the terms of the Investment Advisory Agreement
  and range up to 2% Management fee, depending on a series of variables including the size of the Client relationship.

  The Advisor will generally require a minimum annual fee of $200,000. To the extent that the Client does not meet
  the minimum fee level, Granger has the right to charge a flat fee to make up the difference and meet the minimum
  annual fee. Fees may be negotiable at the discretion of the Advisor.

  Additionally, a client may elect to have a performance fee as a component as part of their overall relationship with
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                                                      Granger Management LLC
                                         510 Madison Avenue, Suite 2700, New York, NY 10022
                                               Phone: 212.658.0400 Fax: 212.658.0401

  Granger at a rate of 20%.

B. Fees Charged to the Funds

  Granger charges Clients an additional management fee to participate in select classes of Granger Funds.

  In addition to the management fee, Carnegie GM Partners LLC, Chaproc LLC, Morangie LLC, Grace Partners LLC
  and Rooney GM Partners LLC will have the flexibility to charge an incentive fee. Operational expenses, including
  but not necessarily limited to, legal, tax administration and audit expenses, of these pooled investment vehicles will
  be borne by the vehicle itself.

  Current Clients will be charged a fee for any assets withdrawn during a quarter on a pro rata basis determined by
  the number of days the Client has been engaged with the Advisor. All securities held in accounts managed or
  supervised by Granger will be independently valued by a designated Custodian or by a designated third party.
  Granger will not have the authority or responsibility to value portfolio securities.

  C. Fee Billing of Client Accounts

  Investment Advisory Fees will be automatically deducted from the Client’s Account or invoiced directly to the
  client. The amount due is calculated by multiplying the quarterly rate (to the average daily balance for that quarter.
  Clients will be provided with a statement, at least quarterly, from the custodian reflecting the deduction of the
  Investment Advisory Fee. Granger employees and former employees are exempt from paying Investment
  Advisory Fees.

  D. Other Fees and Expenses

  In addition to the fees noted above, the Client will be subject to a variety of fees and expenses charged by other
  entities including third party asset managers recommended by the Advisor that are unaffiliated with the Advisor.

  These fees and expenses include, among other things, custody fees, brokerage and other trading costs. All fees
  paid to the Advisor for investment advisory services are separate and distinct from these expenses. Mutual funds,
  private funds and other investments disclose these fees and expenses in their separate disclosure statements.

  E. Advance Payment of Fees and Termination

  The Advisor is compensated for its services quarterly in arrears. If a client wishes to terminate their Investment
  Advisory Agreement with the Advisor, in whole or in part, they must provide advanced written notice based on
  the terms set out in their investment advisory agreement. The Client shall be responsible for Investment Advisory
  Fees up to and including the effective date of termination. The Client’s Investment Advisory Agreement with the
  Advisor is non-transferable without the Client’s written approval.

  F. Compensation for Sales of Securities

  Granger does not receive any compensation for securities transactions in any Client account, other than the
  Investment Advisory Fees noted above.

Item 7 – Types of Clients______________________________________________________________

  As described in Item 4, Granger is an independent advisory firm that provides investment advisory services to
  select institutional and individual clients. The breakdown by client type is available on Granger’s Form ADV Part
  1. These percentages will change over time.

  As described in Item 4, Granger also serves as an investment advisor to several private funds (Grace GM Partners
  LLC, Chloe GB Partners LLC, Granger VEP Co-Investment Fund LLC Carnegie GM Partners LLC, Chaproc
  LLC, Morangie LLC and Rooney GM Partners LLC).