Rockwood Equity Partners LLC

Item 5 – Fees and Compensation
Fees and Compensation Paid to Rockwood
Rockwood receives a management fee and the General Partner may receive “Carried Interest”
from the respective Funds they manage.
Each Fund’s governing documents describe fees, compensation and expenses in greater detail.
Investors should refer to such governing documents of the applicable Fund for a complete
understanding of how Rockwood is compensated for its advisory services. Generally, the
management fees paid to Rockwood range from 1.75% to 2.50% per annum of each investor’s
aggregate commitment, paid either semi-annually or quarterly in advance. During the Investment
Period, the management fee is based off of the aggregate capital commitments of the Limited
Partners. After the end of the Investment Period, the management fee is based off the aggregate
Invested Capital of the Limited Partners. The management fee payable may be reduced
determined by an investor’s pro rata share (based on the capital commitments).
Rockwood’s affiliated General Partners are eligible to receive a performance-based fee (“Carried
Interest”). The Carried Interest shall be dependent upon distributions of net proceeds from the
disposition of an investment, subject to reserves for expenses or contingent liabilities.
Other Fees and Expenses
Rockwood will incur costs and expenses arising from the operation and management the Funds
through which portfolio investments are made, including (but not limited to): appraisal fees,
legal fees, travel expenses, expenses arising from sourcing, evaluating, negotiating, acquiring,
and the disposition of portfolio investments, record keeping, insurance premiums, taxes, and
governmental charges. Investors should refer to each Fund’s offering documents for a more
detailed description of the expenses.
All Manager Expenses shall be borne by the Manager. Any Partnership Expenses and
Organizational Expenses shall be paid by the Partnership (or reimbursed to the General Partner
or the Manager). Any Parallel Fund(s) will share in Partnership Expenses and Organizational
Expenses with the Partnership pro rata according to their aggregate committed capital.
The General Partner and its affiliates and beneficial owners may invest in the Fund(s) as a
limited partner (a “Special Limited Partner”) of the Fund(s). A Special Limited Partner will not
be subject to the payment of Management Fees or Carried Interest.
The following is a general description of the fees, compensation, and other expenses of the
Funds. Each Fund’s governing documents describe fees, compensation, and expenses that may
be in additional to Management Fees and Carried Interest in greater detail. Investors are
encouraged to refer to such governing documents of the applicable Fund for a complete
understanding of how Rockwood is compensated for its advisory services. With respect to each
Fund, the respective General Partner, in its sole discretion, is permitted to enter into side letters
or other similar agreement may include, without limitation: (i) excuse rights applicable to
particular portfolio investments (which may increase the percentage interest of other Limited
Partners in, and contribution obligations of other Limited Partners with respect to, such portfolio

investments), (ii) the General Partner’s agreement to extend certain information rights or
additional reporting to such Limited Partner, including, without limitation, to accommodate
special regulatory or other circumstances of such Limited Partner, (iii) waiver or modification of
certain confidentiality obligations and/or documentation that might be requested by the General
Partner for the benefit of lenders or other persons extending credit to or arranging financing for
the Partnership, (iv) consent of the General Partner to certain transfers by such Limited Partner
or other exercises by the General Partner of its discretionary authority under the Partnership
Agreement for the benefit of such Limited Partner, (v) restrictions on, or special rights of such
Limited Partner, with respect to the activities of the General Partner, (vi) withdrawal rights due
to legal, regulatory or policy matters, including matters related to political contributions, gifts
and other such policies, (vii) other rights or terms necessary in light of particular legal, tax,
regulatory, or public policy characteristics of a Limited Partner, (viii) matters regarding the
allocation and/or terms of co-investment opportunities and the right to participate therein or (ix)
additional obligations, and restrictions of the Partnership with respect to the structuring of any
Portfolio Company.
Transaction, monitoring, advisory, general investment banking fees such as deal fees, director’s,
break-up, or other similar fees may be payable to the Rockwood and its affiliates by a Portfolio
Company or other third parties in connection with portfolio investments. Rockwood may warrant
a percentage of the Limited Partners’ (other than the Special Limited Partners) share of Fee
Income, net of expenses, to be treated as an offset against the management fee.

Item 7 – Types of Clients
Rockwood provides investment advice to the Funds. The Funds are the only clients of
Rockwood. The Firm does not manage accounts other than the Funds. Interests in the Funds are
offered privately to a limited number of investors, typically institutional investors (such as public
and private pension funds) and individuals that meet certain qualification requirements such as
sufficient net worth or gross income levels (for example, individuals with at least $5 million of
investment assets). The Funds typically impose a minimum investment commitment for Limited

Partner interests. The minimum investment commitment is generally $5,000,000, although such
minimums can be waived at General Partner’s discretion.
The General Partner will make a capital contribution to the Fund. The contribution from the
General Partner is dictated by the Funds’ governing documents.