Barrett Upton Capital Partners LLC

Item 5 – Fees and Compensation
Investment Management Fees. In exchange for its services to each Fund, Barrett Upton will receive an
investment management fee which ranges from 0% - 1.00% per annum (the “Management Fee”), as
described in the relevant Fund’s Offering Materials. Each Fund offers multiple classes of interests which
are offered and sold to certain investors that meet the eligibility requirements for purchasing such
interests. Crescent Grove clients access a share class that does not incur a Management Fee. Other types
of investors who are not clients of Crescent Grove (for example, those who are clients of a third-party
advisor or direct investors in a Fund) will invest via other share classes that have a Management Fee
calculated quarterly in advance and based on called capital from the previous fiscal quarter.
Those share classes that have a management fee will have the management fee automatically deducted
by PPB Capital. Management Fees, if charged, are paid by the Fund to Barrett Upton during the period
from the commencement date of the Fund until the end of the Fund’s term, and may be reduced during
any extension of the Fund’s term as described in the Fund’s Offering Materials.
Performance-Based Fees. Additionally, Barrett Upton may also receive performance-based
compensation, also known as “carried interest” (“Performance Fees”), for achieving certain investment
performance metrics. Any such Performance Fees applicable to a Fund are described generally in Item 6
(below) and in more detail in the relevant Fund’s Offering Materials.
General Partner Fees. The General Partner receives a quarterly fee, paid in advance, for the Services it
provides to each Fund. The General Partner uses the amount of committed capital in each Limited
Partner's capital account to calculate this fee. Each Fund’s Offering Materials discloses these fees.
Other Fees and Expenses. In addition to the Management Fees, any Performance Fees and the General
Partner Fee, each Fund will bear certain expenses in connection with its organization and operations.
These expenses may include, and are not limited to, organization and offering expenses (which could be
subject to a cap as described in each Fund’s Offering Materials); custodian fees; audit fees; valuation

service fees; legal fees; taxes; tax preparation and filing fees; banking fees; interest and borrowing
expenses, including facilities fees; brokerage commissions on the sale of stock; insurance premiums;
indemnification and litigation costs; and any other costs incurred in receiving, holding and selling
securities. Further information regarding these other fees and expenses borne by the Funds can be found
in the applicable Fund’s Offering Materials.
Borrowing and Leverage Expenses. If a Fund utilizes a Subscription Facility or other borrowing
arrangement, that Fund will bear its associated costs, including interest expense, commitment fees,
facility fees, legal fees, and related expenses. These costs would reduce the overall returns of the Fund.
The use of borrowing would also impact the timing and calculation of performance metrics.
Side Letters. Barrett Upton’s Funds or their respective General Partner are permitted to, without any
further act, approval, or vote of any investors in such Funds, enter into agreements with certain investors
via a separate written communication (“Side Letters”). Such Side Letters have the effect of establishing
rights (including with respect to economic terms) under, or altering or supplementing the terms of, such
Fund’s governing documents without notifying or obtaining the consent of any Limited Partners. The
determination of the General Partner as to whether the contractual rights of any Limited Partner would
be materially and adversely affected by the terms of another agreement will be, in the absence of actual
fraud or willful misconduct, conclusive and binding.
Layering of Fees. Each Fund is subject to the fees and expenses of the Underlying Strategies in which it
invests. Such fees and expenses vary, but typically include investment management fees, performance
fees, and operating fees and expenses. Investment management fees, performance fees, and operating
fees and expenses at the Fund and Underlying Strategies levels result in a layering of fees, which adds to
the total cost of investment. Investors could avoid the additional level of fees and expenses by investing
directly in the Underlying Strategies (rather than through the Funds), although access to many of these
Underlying Strategies could be limited or unavailable.
Fee Negotiation and Modifications. In general, Barrett Upton’s Management Fees and Performance Fees
are non-negotiable, although Barrett Upton could waive or change these fees in accordance with the
relevant Fund’s Offering Materials. From time-to-time fees of the Underlying Strategies may be waived or
reduced for certain investors. Any such modification will cause some investors to pay fees that are
different from the fees disclosed in the Offering Materials.
Fund Valuation. Valuations for Barrett Upton funds are determined pursuant to the valuation policies
described in each fund’s Offering Materials. Investors should review the Offering Materials for valuation
details, as these can differ between funds.

Item 7 – Types of Clients
Barrett Upton provides investment management services to the Funds, which are structured as private
fund-of-funds formed to make investments in Underlying Strategies. Interests in the Funds are offered
and sold to certain investors that meet the eligibility requirements for purchasing such interests. Each
investor in a Fund managed by Barrett Upton must be (1) an “accredited investor”, as defined in
Regulation D under the Securities Act of 1933, as amended, and (2) either (i) a “qualified client”, as defined
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or (ii) a “qualified
purchaser”, as defined under the Investment Company Act of 1940, as amended. The initial minimum
amount that each Limited Partner is required to invest and/or commit to invest in each Fund is stated in
its Offering Materials, and will generally not be less than $100,000. The minimum investment amount may
be waived or reduced at the discretion of Barrett Upton.
Some employees have family or friends who are also investors, potentially leading to personal business
dealings. Also, the close working relationship between employees and investors often leads to personal
relationships. These expanded relationships present an inherent conflict to provide preferential treatment
to certain investors. The Firm’s commitment to fairness and ethical policies (detailed in this brochure),
along with the provisions of the LPA, helps to address this conflict of interest.