LUPA RIA Investment Management LLC

Item	5:	        Fees	and	Compensation
Legacy	Clients

In general, Lupa does not pay the Adviser any management fees with respect to the advisory
services that the Adviser provides to the Legacy Clients. However, Lupa does pay the
Adviser’s operating costs, including all employee compensation, benefits and other overhead.
In addition, certain of the Adviser’s investment professionals and other personnel hold
interests in Lupa that may entitle them to receive incentive compensation based, at least in
part, on the investment performance of the Legacy Clients or of individual investments held
by the Legacy Clients. See “Item	6	–	Performance‐Based	Fees	and	Side‐by‐Side	Management”
below. In addition, Lupa generally pays, directly or indirectly, all administrative, investment,
and operational expenses incurred by the Legacy Clients in accordance with each Legacy
Client’s Governing Documents.

Third‐Party	Clients
Non-Lupa investors in the Third-Party Clients pay us or one of our affiliates an advisory fee
in exchange for investment advisory services, as set forth in more detail in the Third-Party
Client’s Governing Documents. In addition, affiliates of ours may also be entitled to receive
carried interest allocations from the Third-Party Clients after certain performance hurdles
have been met, as further described in the Third-Party Clients’ Governing Documents. Such
carried interest represents a portion of the Third-Party Clients’ net investment profits. The
advisory fee and carried interest are generally subject to waiver or reduction with respect to
some or all of the Third-Party Clients’ investors, as further described in the Third-Party
Clients’ Governing Documents. Such advisory fees and carried interest will be waived for the
Lupa investors in the Third-Party Clients.

The Third-Party Clients will generally bear all costs and expenses incurred in connection with
the establishment, offering and closings of the Third-Party Client, including the costs of any
applicable registrations, licenses and filings (collectively, “Organizational Expenses”),
provided that Organizational Expenses payable by the Third-Party Clients are subject to a
cap, as set forth in the Third-Party Clients’ Governing Documents.

In addition, the Third-Party Clients are generally responsible for all expenses relating to their
own operations, including fees, costs and expenses directly related to the purchase and sale
of investments, principal, interest, fees, expenses and other amounts payable in respect of
financings, custody fees and costs of other third-party services, legal, accounting and other
professional costs, any insurance, indemnity or litigation expenses, all costs of the Third-
Party Clients’ administration, including preparation of its financial statements and reports to
investors, costs of meetings of investors, fees and expenses relating to limited partner
advisory committee or similar governing bodies (including out-of-pocket expenses of their
members) and any taxes, fees or other governmental charges levied against the Third-Party
Clients. In addition, the Third-Party Clients are responsible for all out-of-pocket costs and
expenses incurred in connection with prospective investments that are not consummated
(“Broken Deal Expenses”).

Broken Deal Expenses will generally be borne solely by the applicable Third-Party Client, in
accordance with the Third-Party Client’s Governing Documents, even if co-investors were
being sought or in some cases have agreed to participate had the transaction been
consummated. Such co-investors may include those with whom the Adviser is affiliated or
has pre-existing relationships, as well as co-investors that have participated in other
completed transactions. By generally bearing the Broken Deal Expenses, the Third-Party
Clients provide a potential benefit to other co-investors in the Third-Party Clients’
investments. Please see “Item	8	–	Methods	of	Analysis,	Investment	Strategies	and	Risk	of	Loss”
below for additional information on allocation of Broken Deal Expenses.

The applicable Governing Documents of each Third-Party Client have provisions that allow
each such Third-Party Client to borrow money for investment and other purposes. Such
borrowings may be made prior to capital being called from such Third-Party Client’s
investors. This mechanism may defer investor capital calls and provides a form of leverage
that can have the effect of amplifying a Third-Party Client’s reported net internal rate of
return (IRR), particularly in the early years of a Third-Party Client’s investment cycle. Such

borrowings can also accelerate the date upon which a Third-Party Client’s preferred return
will be achieved for purposes of determining when the applicable general partner (or
affiliates which earn carried interest) are entitled to begin receiving carried interest
payments on distributions from a Third-Party Client. In accordance with the terms of the
applicable Governing Documents of each Third-Party Client, interest payments and other fees
and expenses incurred in respect of such borrowings are partnership expenses and such
expenses will decrease a Third-Party Client’s net returns over time. The terms of each Third-
Party Client’s borrowing arrangement and borrowings outstanding, if any, are disclosed to
the investors in the annual financial statements of each Third-Party Client.

Affiliates of the Adviser may, from time to time, receive service fees from portfolio companies
and its partners in which the Clients have invested for performing certain non-investment
advisory services on behalf of the portfolio companies, including strategic planning, financial
oversight and other services designed to assist portfolio companies to implement their
growth plans. In general, with respect to the Third-Party Clients, unless the applicable
Governing Documents state otherwise, such fees are used to offset management fees that the
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Item	7:	       Types	of	Clients
The Adviser’s Clients may include various private investment vehicles and other institutional
clients. The investors in the private investment vehicles that are Legacy Clients are limited
to Lupa and certain key employees. Investors in Third-Party Clients include Lupa and other
third-party investors, including U.S. and non-U.S. institutional investors, public companies,
family offices and high net worth individual investors.