Norwood Investment Partners LP

Item 5 – Fees and Compensation

The Firm is entitled to a monthly management fee with respect to each limited partner of
0.125% of the balance of that limited partner’s capital account (approximately 1.5% per
year). The management fee is payable in advance based on the net asset value of each limited
partner’s capital account on the first day of each calendar month and is deducted directly
from the limited partners’ capital accounts. The management fee may be negotiable.
The Firm also is entitled to a Special Profit Allocation (the “Special Profit Allocation”) with
respect to each limited partner equal to twenty percent of the amount by which the profits
(including realized and unrealized gains and losses) of the partnership otherwise allocable to
that limited partner’s capital account in that measurement period exceed that limited
partner’s remaining unrecouped losses. The Special Profit Allocation shall be made at the end
of each fiscal year with respect to that fiscal year; provided, however, that if a limited partner
withdraws or is otherwise distributed all or any portion of that limited partner’s capital
account balance on a date other than the last day of a fiscal year, the Special Profit Allocation
shall be made with respect to that limited partner for the portion of the applicable fiscal year
ending on the withdrawal or distribution date with respect to the amount withdrawn or
distributed.
The Funds bear all costs and expenses of organization and operation, including without
limitation, all costs and expenses of the initial offering and sale of interests, all trading costs
and expenses (for example, expenses related to short sales, brokerage commissions, research
services such as Bloomberg and clearing and settlement charges), and all ongoing legal,
accounting, tax, bookkeeping, professional, expert and consulting fees and expenses arising
in connection with the Funds’ business (including the fees and expenses of the administrator
and the auditors).
Client expenses, including the management fee and any performance-based fees may
constitute a higher percentage of average net assets than could be found in other investment
programs.
B.      Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Client assets. Management fees, which are paid in advance, are withdrawn at
the beginning of the month. Performance-based fees are determined as of the last business
day of the calendar year and as of any date on which an Investor makes a withdrawal or
receives a distribution from such Investor’s capital account(s), or the date on which a
Separate Account Client closes its account(s).
Fees can be waived, rebated or reduced for certain clients and investors, including for certain
affiliates, principals and employees.
C.      Third-Party Fees
Clients shall pay such costs and expenses as Norwood shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its

                                                                                Part 2A of ADV:
                                                       Norwood Investment Partners, LP Brochure

objective, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which Norwood reasonably determines to be directly related to the
investment of the Client’s assets); (iii) all administrative, legal, accounting, auditing, record-
keeping, tax form preparation, compliance and consulting costs and expenses; (iv) fees, costs
and expenses of third-party service providers that provide such services; and, (v) any
extraordinary expenses, among other expenses.
Norwood’s fees are exclusive of brokerage commissions, transaction 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 Norwood’s management fee, and Norwood
shall not receive any portion of these commissions, fees, and costs.
Neither Norwood nor its supervised persons accepts compensation for the sale of securities
or other investment products outside of its association with Norwood.
The foregoing discussion in Items 5 represents Norwood’s basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws.
Fees and other compensation are negotiable in certain circumstances and
arrangements with any particular Investor may vary. Although Norwood believes its
fees are competitive, lower fees for comparable services may be available from other
investment advisers.

Item 7 – Types of Clients

The Firm provides discretionary investment advice solely to the Funds, as described in Item
4 above. The Funds include investment partnerships and/or other investment entities
formed under domestic laws and operate as exempt investment pools under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). Investors in the Funds
will be required to be “accredited investors” within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended (the “Securities Act”) and are generally “qualified
purchasers” within the meaning of Section 2(a)(51) under the Investment Company Act.