Growth Beverage Group LP

Item 5 – Fees and Compensation

A.     Fee Schedule
The fees and compensation payable to the Firm vary among the Clients. In the case of the
Funds, these fees are generally not negotiable. However, the Firm may waive or reduce fees
for certain Investors at its discretion. Fee structures and amounts for SMAs are subject to
negotiation and will vary. The range of compensation is as follows:
       1.      Funds’ Management Fee
The Firm receives an annual asset-based management fee payable quarterly in advance (the
“Management Fee”). During a Fund’s Investment Period (as defined in the Governing
Documents), the Management Fee is calculated as a percentage of each Investor’s committed
capital; following the Investment Period, the Management Fee is calculated as a percentage
of each Investor’s invested capital. The Management Fee is generally between 2% and 2.75%
annually, depending on the Fund. Management Fees are also subject to certain offsets.
Investors should review the applicable Governing Documents for details.
       2.      Funds’ Performance-based Fees
In addition to the Management Fee, the Managing Member or General Partner, as applicable,
of each Fund is entitled to receive performance-based profit distributions (“Carried
Interest”). The amount of Carried Interest to which the Managing Member or General Partner
is entitled may increase once a specified return has been achieved. The Carried Interest
distributed to a Managing Member or General Partner is subject to a potential claw back at
the end of the life of a Fund if the Managing Member or General Partner has received excess
cumulative distributions.
Any new Fund launched by the Firm may have materially different terms than those
summarized above. The Carried Interest and Management Fee paid by a Fund are generally
not negotiable. The Firm may, in its sole discretion, waive or reduce Carried Interest or
Management Fees prior to an investment in a Fund.
       3.      SMA Clients’ Fees
SMA Clients typically engage the Firm to provide customized investment advisory and
management services. Their strategies and the asset classes they invest in may differ from
the funds. Additionally, SMA fees are subject to negotiation, including the amounts,
structures, terminology, and bases of the fees. In general, SMA Clients should expect to pay
management and performance-based fees, but they will differ from those applicable to the
Funds.
Performance-based fees will only be charged to accounts of those SMA Clients and Fund
Investors who are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act
of 1940, as amended (“Advisers Act”).

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                                                           Growth Beverage Group, LP Brochure

B.      Payment of Fees
Management Fees, Carried Interest, and third-party fees (discussed below) are deducted
from the Funds’ assets. Management Fees, which are paid in advance, are typically
withdrawn at the beginning of each calendar quarter. Carried interest is determined as of the
last business day of each quarter and as of any date on which an Investor receives a
distribution. A Fund’s General Partner may vary these arrangements for a given Investor in
its sole discretion. Arrangements with SMAs are subject to negotiation and will differ.
C.      Third-Party Fees
SMA Clients and Fund Investors should review the applicable Governing Documents
for details regarding third-party fees and expenses that they pay (or for which the Firm
or applicable Managing Member or General Partner is reimbursed). The following is a
summary of the typical third-party fees and expenses and has been condensed for
purposes of this Brochure:
Organizational Expenses: expenses associated with the initial registrations, filings and
compliance and other offering- or placement-related obligations, and any administrative or
other filings incurred (including to the extent incurred by any placement agents, finders or
other third parties performing similar services) in connection with the organization, funding
and start-up of a Fund, its General Partner or equivalent, the ultimate general partner, any
parallel fund, including the preparation of, and negotiations with respect to, the Governing
Documents and any side letters or similar agreements, and the costs and expenses associated
with initial regulatory requirements.
Fund Expenses: all other fees, costs, expenses, liabilities and obligations relating to a Fund’s
and/or its subsidiaries’ activities, business, portfolio companies or actual or potential
investments, including those relating or attributable to: (i) activities with respect to
origination and sourcing of investment opportunities for a Fund; (ii) activities with respect
to the structuring, organizing, negotiating, consummating, financing, refinancing, diligencing,
acquiring, bidding on, owning, storing, insuring, managing, monitoring, operating, holding,
hedging, restructuring, trading, taking public or private, selling, valuing, winding up,
liquidating, dissolving or otherwise disposing of, as applicable, a Fund’s investments;
(iii) indebtedness of, or guarantees made by, a Fund, the Firm, a General Partner or
equivalent, or any other affiliate on behalf of a Fund, including repayment of principal and
interest with respect thereto, or seeking to put in place any such indebtedness or guarantee;
(iv) financing, commitment, origination and similar fees and expenses; (v) broker, dealer,
finder, underwriting, loan administration, private placement fees, sales commissions,
investment banker fees and similar fees and expenses; (vi) brokerage, sale, custodial,
depositary, trustee, record keeping, account and similar services; (vii) legal, accounting,
research, auditing, administration, information, appraisal, advisory, valuation, consulting,
custody, environmental evaluation, safekeeping, proxy voting, management, business, tax
...

Item 7 – Types of Clients

The Firm provides investment advice and management to the Funds and anticipates
providing the same or similar services to other privately placed investment funds and/or
special purpose vehicles in the future. Currently, the Firm also provides investment advice
and management services to institutional clients through the SMAs.
The Firm 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”). Accordingly, prospective Investors in the Funds must meet eligibility criteria.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933), and an Investor who is eligible to enter into a performance fee
arrangement under state and/or federal law, as applicable, and must meet other criteria as

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                                                           Growth Beverage Group, LP Brochure

specified in the Governing Documents. The minimum commitment to invest in a Fund is
$250,000, subject to waiver at the discretion of the Firm.
The Funds are closed-end investment vehicles and invest on a long-term basis. Investors are
not permitted to withdraw their capital and are subject to certain other requirements and
limitations. Prospective Investors are encouraged to thoroughly review a Fund’s Governing
Documents, which set forth all of the terms in detail. Though the Funds generally pursue the
same strategy, offering terms may differ.
Commitment requirements and withdrawal limitations also apply to SMAs but are subject to
negotiation and will vary. SMAs pay performance-based compensation and are therefore
required to be Qualified Clients.