Lumida Wealth Management LLC

Item 5 – Fees and Compensation

   A.        Fee Schedule

Lumida receives Management Fees and Incentive Allocations (each as defined below)
from Clients. Clients will bear certain out-of-pocket expenses incurred by the Firm in
connection with the services provided to them. Further details about such fees and
expenses are set forth below. The fees and compensation payable to Lumida are
negotiable and vary among its Clients. However, the range of compensation is generally
as follows:

        A.      Management Fees

With respect to public equities in separately managed accounts owned by Separate
Account Clients, Lumida will generally charge an annual management fee (“Management
Fee”) based on the average daily balance of the Assets Under Management and Assets
under Advisement on the last day of the quarter. The Management Fee for Assets Under
Management varies between 25 basis points (.25%) and 100 basis points (1%). With
respect to Assets under Advisement that are owned by Separate Account Clients, Lumida
generally will charge from 15 basis points (.15%) to 100 basis points (1%”) for Assets
Under Advisement depending upon the size and composition of a Client’s portfolio and the
type of services rendered.

The Management Fee is prorated and assessed quarterly in arrears. The Firm includes
the cash in a Separate Account Client’s account in determining the valuation for billing
purposes. The Firm may, in its sole discretion, not include cash in determining the fee,
especially where a client has a high percentage of cash for reasons other than the Firm’s
investment management decision. Management Fees paid by Separate Account Clients
may be different and/or more favorable than those paid by Fund Clients and, by extension,
Investors, since the Firm will assess performance-based fees to Fund Clients as noted in
Performance-Based Fees, below. Lumida may, in its sole discretion, negotiate a lesser
Management Fee based upon certain criteria (i.e., anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, pre-existing client relationship, account retention, pro
bono activities, etc.).

With respect to Fund Clients, Lumida may receive (i) a one time management fee at
inception of the pooled investment vehicle or (ii) quarterly asset-based management fee
calculated as a percentage of each Investor’s capital account, payable quarterly in
advance or arrears. The precise amount of, and the manner and calculation of, the
Management Fees each Fund Client are set forth in a Fund Client’s Offering Documents,
which are received by each Investor prior to investment in a Fund Client. Lumida may
waive its management fees for employees and affiliated personnel that become Investors
in a Fund Client. Management Fees paid by Fund Clients may be reduced by: (1) any
amounts paid by Fund Clients to any placement agent and (2) certain Other Fees (as
defined in Fund Client Offering Documents) received by Lumida or its affiliates.

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                                                                           Lumida Brochure

       2.      Performance-Based Fees

With respect to Fund Clients, Lumida generally receives an incentive allocation (“Incentive
Allocation”) equal to a percentage of the net income allocated to each Investor for the
year, but only to the extent net income allocated to that Investor exceeds any cumulative
losses that were allocated to that Investor for earlier periods and that have not been
recovered (a “high water mark”). This Incentive Allocation is documented in the Offering
Documents for each Fund Client and is typically made at the end of each calendar year.

The Incentive Allocation will only be charged to accounts of those Investors who are
“qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as
amended (“Advisers Act”).

Separate Account Clients may or may not pay an Incentive Allocation, depending on the
terms of their Advisory Agreement with Lumida. Incentive Allocations for Separate Account
Clients will generally be similar to those paid by Fund Clients but are subject to additional
negotiation as to amount and timing. Fees paid by Separate Account Clients may be
different and/or more favorable than those paid by Fund Clients and, by extension, the
Investors.

       3. Fixed Base Fee – Family Office Services

In addition to Management Fees and Incentive Allocation assessed by Lumida, the Firm
will charge a flat Fixed Base Fee for Family Office Services negotiated with each Family
Office client at the discretion of Lumida. Fixed Base Fees are based on the scope and
complexity of the services provided, charged quarterly on a prorated basis based on an
annualized amount as noted in each service agreement. Lumida may incorporate an
annual inflation adjustment to Fixed Fees for each calendar year as disclosed in each
service agreement.

B.     Payment of Fees

As set forth above, Lumida’s Management Fees will be charged quarterly in arrears for
Separate Account Clients and in advance or arrears for each Fund Client, while Incentive
Allocations will be calculated and assessed in arrears for all Clients. Separate Account
Clients generally authorize Lumida to directly debit its Management Fees directly from
their accounts held in their name at a third-party custodian. Investors in Fund Clients will
incur Management Fees from their capital account.

C.     Other Fees and Expenses

       1 – Brokerages and Custodial Expenses

Lumida’s fees are exclusive of brokerage commissions, transaction fees, performance
fees, custodial fees, and other related costs and expenses which shall be incurred by the
Clients. Such charges, fees and commissions are exclusive of and in addition to Lumida’s

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Item 7 – Types of Clients

Lumida provides investment advice and management to Fund Clients and Separate
Account Clients, who include high net worth individuals and family offices.

Lumida intends to restrict the number of Investors in Fund Clients and will offer Interests
only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Company Act.

Prospective Investors in Fund Clients must meet eligibility criteria and are subject to
certain withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund Client’s Offering Documents, which set forth all of the terms in
detail. Though Clients generally pursue the same strategy, offering terms may differ.
Terms for Separate Account Clients are generally similar to Fund Clients but can be
negotiated on a case-by-case basis and may differ from those of Fund Clients.

Fund Clients. Each Investor generally must be an “accredited investor” (as defined in
Regulation D under the Securities Act), or a “qualified purchaser” (as defined in Section
2(a)(51) of the Company Act), and must meet other criteria as specified in the Offering
Documents. The minimum initial investment is $250,000, and the minimum additional
investment is $100,000, subject to waiver at the discretion of Lumida and/or the general
partner or managing member of Fund Client, as applicable.

                                                                               Part 2A of ADV:
                                                                              Lumida Brochure

Separate Account Clients. Generally, similar terms will apply to Separate Account Clients,
though such Separate Account Clients may negotiate terms that differ or are more
favorable than those for Fund Clients or form the Fee Schedule Disclosed in Item 5 of this
brochure. With respect to Separate Account Clients, Lumida does not require a minimum
account size. Lumida, in its sole discretion, may accept Separate Account Clients with
smaller portfolios based upon certain criteria including anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, pre-existing client relationship, account retention, and pro
bono activities. Lumida shall only accept Clients with less than the minimum portfolio size
if, in the sole opinion of Lumida, the smaller portfolio size will not cause a substantial
increase of investment risk beyond their identified risk tolerance. Lumida may aggregate
the portfolios of family members to meet the minimum portfolio size.