Rose Capital Advisors LLC

Item 5 Fees and Compensation
We offer our services on a fee basis, which includes hourly and/or fixed fees, as well as, fees based
upon assets under management or performance-based fees. Additionally, certain of Rose Capital
Advisors' Supervised Persons, in their individual capacities, offer securities brokerage services under a
separate commission arrangement.

Financial Planning and Consulting Fees
We generally charge either a negotiable hourly and/or fixed fee to provide clients with stand-alone
financial planning or consulting services. These fees are negotiable and are largely determined by the
scope and complexity of the agreed upon services and range up to $500 on an hourly basis and up to
$20,000 per quarter on a fixed fee basis.

The specific terms and fee structure are negotiated in advance and set forth in the Agreement with
Rose Capital Advisors. If you engage us for additional investment management services, we may
offset all or a portion of its fees for those services based upon the amount paid for the financial
planning and/or consulting services.

We do not require you to pay fees six or more months in advance. Should the engagement last longer
than six months between acceptance of the Agreement and completion of the advisory services, any
prepaid unearned fees will be promptly returned to you less a pro rata charge for bona fide financial
planning and consulting services rendered to date.

You may terminate the Agreement upon written notice to our firm. If you have pre-paid financial
planning or consulting fees that we have not yet earned, you will receive a prorated refund of those
fees. If financial planning or consulting fees are payable in arrears, you will be responsible for a
prorated fee based on services performed prior to termination of the Agreement.

Management Services to Pooled Investment Vehicles
As described under the Advisory Business section, Rose Capital Advisors serves as the investment
advisor to the Funds. In our role as investment advisor to the Funds, Rose Capital Advisors is
responsible for the manager due diligence, manager oversight, manager selection, allocation and fee
negotiations. To qualify to investment in a private fund, an investor to the private fund must be both a
qualified investor and a qualified purchaser. For a full description of the applicable fees,
including performance-based fees and platform fees, and expenses charged to the respective private
funds, investors should review the associated offering documents.

Rose Capital Advisors charges a 0.50% management fee on committed capital, and thereafter, an
annual 0.50% management fee on invested capital for five years, in accordance with the terms of the
Funds. The fees are deducted from the Fund's account on a quarterly basis. A performance-based fee,
also referred to as carried interest or an incentive fee, is charged if returns on the Funds exceed an
established benchmark or hurdle rate. In addition to management and performance-based
fees, investors will bear indirectly the fees and expenses charged to the Funds. Those fees and
expenses will vary, but typically will include fees associated with making or selling portfolio
investments, legal and accounting fees, taxes, commissions and brokerage fees, registration
expenses, fees to government regulatory agencies, the cost of directors' and officers' liability insurance
and other expenses such as litigation or broken deal expenses. Investors should review all fees
charged by Rose Capital Advisors, its affiliates, and others to fully understand the total amount of fees
to be paid by the Fund, and, indirectly, by you.

Refer to the offering documents for a complete description of the fees and other relevant information
associated with investing in the Funds. Please refer to the Performance-Based Fee and Side-By-Side
Management section of this brochure for additional details.

Additional Fees and Expenses
In addition to the advisory fees paid to us, you may also incur certain charges imposed by other third
parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
(collectively "Financial Institutions"). These additional charges may include securities brokerage
commissions, transaction fees, custodial fees, fees charged by the Independent Managers, charges
imposed directly by a mutual fund or ETF in a client's account, as disclosed in the fund's prospectus
(e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials,
transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts
and securities transactions. To fully understand the total cost you will incur, you should review all the
fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our
brokerage practices, refer to the Brokerage Practices section of this brochure.

Commissions or Sale of Securities or Other Investment Products
Clients can engage certain persons associated with Rose Capital Advisors (but not Rose Capital
Advisors) to render securities brokerage services under a separate commission-based arrangement.
Clients are under no obligation to engage such persons and can choose brokers or agents not
affiliated with Rose Capital.

Persons providing investment advice on behalf of our firm are registered representatives with Saxony
Securities, Inc., a securities broker-dealer, and a member of the Financial Industry Regulatory
Authority and the Securities Investor Protection Corporation. In their capacity as registered
representatives, these persons receive compensation in connection with the purchase and sale of
securities or other investment products, including asset-based sales charges, service fees or 12b-1
fees (i.e. trails), for the sale or holding, of mutual funds. Compensation earned by these persons in
their capacities as registered representatives is separate and in addition to our advisory fees. This
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Item 7 Types of Clients
Rose Capital Advisors provides its services to individuals, including high net worth individuals, trusts,
estates, charitable organizations, corporations and other business entities.

Investments in private funds are subject to minimum capital commitments. Refer to the offering
document or private placement memorandum for specific details on investment minimums.