Guidepost Growth Equity Management Company LP

Item 5. Fees and Compensation

   A. Guidepost’s fees and compensation arrangements may vary among the Funds. The
      specific terms of such arrangements are established by Guidepost and set forth in each
      Fund’s investment advisory agreement and governing documents. Subject to limitations,
      the Funds shall pay a management fee for the investment advice and other services to be
      provided by Guidepost. Payments for the management fee shall be reduced (but not
      below zero) by the amount of any placement fees and any organizational expenses in
      excess of the maximum amount set forth for each Fund. Guidepost, as outlined in each
      respective Fund’s Offering Documents, generally charges a management fee between
      2.00 - 2.50% per year based on aggregated capital commitments from an investor's initial
      closing date until the earlier of (i) the fifth anniversary of the initial drawdown date, (ii)
      the expiration of the Investment Period and (iii) the initial drawdown date of a Successor
      Fund. Thereafter, the management fee shall be calculated as a percentage of the lower
      of the same investors’ share of (x) aggregate fair market value of all portfolio investments
      and (y) cost of all portfolio investments. Guidepost may reduce or waive the management
      fee with respect to any Fund or investor.

   B. Guidepost generally issues a capital call for the purpose of collecting management fees.
      Payments of the management fee are calculated and made quarterly in advance on the
      first business day of each fiscal quarter. Guidepost may reduce or waive the management
      fee with respect to any Fund or investor.

   C. In addition to the management fees described above, the Funds are responsible for
      certain offering and organizational expenses as disclosed in each respective Fund’s
      Offering Documents. The expenses borne by a Fund generally include, without limitation:
      the management fee; organizational expenses subject to a maximum aggregate amount;
      certain liquidation expenses; any sales or other taxes, fees or government charges which
      may be assessed against the Fund; fees and expenses incurred in connection with the
      actual or proposed acquisition, holding or disposition of investments, including
      commissions or brokerage fees, finders’ fees or similar charges incurred in connection
      with the purchase or sale of securities (including any merger fees payable to third parties
      and whether or not any such purchase or sale is consummated); fees and expenses
      related to maintaining a registered office and registered agent in Delaware; fees and
      expenses of members of the Advisory Committee and any other committees related to
      the Fund (including travel-related costs and expenses); the costs and expenses (including
      travel-related costs and expenses) of hosting annual or special meetings for the Fund, or
      otherwise holding meetings or conferences with Fund investors, whether individually or
      in a group; the costs and expenses (including travel-related costs and expenses) for
      consulting services related to portfolio investments and prospective portfolio
      investments (including such services provided to portfolio companies or prospective
      portfolio companies by consultants or employees of the Firm serving as advisors, venture
      partners, operating partners, entrepreneurs-in-residence, executives-in-residence or the
      like who are paid for such services by such portfolio companies or prospective portfolio

companies); interest expense for borrowed money (if any) and other fees and expenses
related to Fund credit facilities; all expenses relating to litigation, investigations and other
proceedings (actual or threatened) involving or relating to the Fund (including
indemnification); expenses relating to the restructuring of the Fund (and any special
purpose vehicle or alternative investment vehicle); all fees and expenses relating to
normal and extraordinary investment banking, commercial banking, accounting, tax,
auditing, appraisal, valuation (including software programs and data services used for
valuations and other purposes), research and due diligence (including database services,
expert networks and consultants), legal, custodial, depository and registration and other
professional services and any expenses attributable to consulting, including in each case
services with respect to the proposed purchase or sale of securities by the Fund that are
not reimbursed by the issuer of such securities or others (whether or not any such
purchase or sale is consummated; costs and expenses incurred in connection with
preparing and delivering financial statements and other reports to, and communications
with, Fund investors (individually or collectively) or responding to requests from any Fund
investor for additional information regarding the Fund, any feeder entity, any parallel
fund, any entity that is a “feeder entity” with respect to a parallel fund, or alternative
investment vehicles (to the extent that such investor does not otherwise bear such
expenses); fees and expenses (including, without limitation, license, subscription and
usage fees) of software and systems related to monitoring, valuation of portfolio
companies and reporting and other “back office” support functions; other due diligence
expenses (including market diligence or background checks and expert networks) with
respect to actual or proposed investments (whether or not consummated); other “broken
deal” fees and expenses; syndication costs related to co-investments and similar
arrangements (including but not limited to marketing costs, including travel, meals and
marketing expenses reimbursed to third parties); success fees payable to placement
agents (subject to certain limitations); costs related to the Fund’s compliance with U.S.
...

Item 7. Types of Clients

As described above in Item 4 of this Brochure, Guidepost provides investment advisory services to
pooled investment vehicles that generally operate as exempt investment companies under the
Investment Company Act of 1940, as amended. The Funds are typically limited to individuals and
entities that meet the criteria of “accredited investors”.

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