Rosecap Investment Advisors LLC

ITEM 5 – FEES AND COMPENSATION
Asset Management Fees
RoseCap is compensated for Asset Management services on a fee basis. The annual fee is calculated as a percentage of the assets under
management. RPCM clients will typically pay a higher fee than RIS clients. Clients are divided into RPCM and RIS clients based upon
the size, the complexity of a client’s account(s), and other business considerations. All investment advisory fees are negotiable and
RoseCap may discount fees at its sole discretion. The standard fee schedule for RPCM clients is shown below.

                                                                                Fee
                                           Account Balances between,           Rate
                                                  $0    to       $50,000         2.00%
                                             $50,001    to     $500,000          1.00%
                                           $500,001     to    $2,000,000         0.75%
                                          $2,000,001    to    $7,500,000         0.65%
                                          $7,500,001    to          max          0.30%

Example Fee Calculation: A $5,000,000 RPCM portfolio would be charged fees, as follows based on the first fee chart:
                                               $50,000 x 2.0% = $1,000
                                      +        $450,000 x 1.0% = $4,500
                                      +        $1,500,000 x 0.75% = $11,250
                                      +        $3,000,000 x 0.65% = $19,500
                                      =      TOTAL FEE OF $36,250 (0.725%) per year

The fee rate for RIS clients is 0.93% for all accounts. RoseCap recommends a custodian of client assets (the “Custodian”) and they
handle the execution of most client transactions. Fees are computed based upon the average daily values of all managed assets in an
account during the calendar quarter, as reported by the Custodian. To determine the average daily value, the asset value of an account
is computed by adding the market value of all positions. Fees are payable in arrears at the end of each quarter for services in the prior
three months and are deducted directly from the client account. RoseCap will have written authorization from the client to deduct fees
from the client’s account. The Custodian will make statements available to the Client at least quarterly showing all debits from the
account, and RoseCap will send make a fee calculation available to the Client. Fees for the initial and final billing period will be prorated
for the number of days management services were provided. The Client is responsible for verifying fee computations since Custodians
are not typically asked to perform this task. Clients may be grandfathered into a fee schedule.

All fees paid to RoseCap are separate from the fees and expenses charged by the management of investment vehicles used in the client’s
account(s) such as mutual funds, exchange traded funds, or real estate investment trusts (REITs). Brokerages or trustees may charge
transaction fees for the purchase or redemption (or sale) of shares of mutual funds (or individual securities). Again, these are separate
fees that may be incurred by the client (see ITEM 12 – BROKERAGE PRACTICES) and RoseCap does not share in these fees. RoseCap
has a fiduciary responsibility to ensure that their clients are not charged unreasonable fees when taking into consideration the services
provided.

RoseCap is a fee only investment advisor and does not accept compensation for the sale of securities or other investment products. We
believe this practice presents a conflict of interest and gives the investment advisor an incentive to recommend investment products
based on the compensation received, rather than on a client’s needs.

RoseCap commonly recommends the use of no-load index funds in the creation client portfolios. If actively managed funds or mutual
funds are recommended, RoseCap may recommend mutual funds that are “load” or “no-load” depending on our opinion of the funds
risk adjusted return performance, including fees.

This form (Form ADV Part 2) shall be delivered to all clients by posting to their client portal. Each client shall sign an investment
advisory agreement that hires RoseCap to perform investment advisory services. An investment advisory agreement shall continue in
effect until terminated by either party by giving to the other five (5) days written notice; provided that the client may at any time, upon
delivery of written notice to RoseCap and acknowledgement of receipt of notification, terminate the discretionary authority of RoseCap.
Such termination will be effective immediately upon receipt and acknowledgement of receiving written notification of termination.
Clients may terminate an investment advisory agreement within five (5) business days of signing the agreement, without penalty or
fees.

Financial Planning Fees
Financial planning services typically range from $1,500 to $10,000 depending on the nature of the financial planning services, the
depth of the services provided, and the complexity of the client’s financial plan.

Financial planning fees are invoiced directly to the client for payment and are payable one-half (1/2) upon execution of the financial
planning agreement with the balance due at the time of presentation of the plan. The plan will be delivered within ninety (90) days of
signing the agreement.

Sub-Advisory Fees
RoseCap does not currently participate in any sub-advisory services.

Employer Sponsored Retirement Plan Fees
Fees charged for employer sponsored retirement plans range from 0.2% to 0.5% annually or may be a flat dollar fee per quarter. These
fees are calculated based on the average daily balance of the total retirement plan assets and billed quarterly in arrears. The fee may be
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ITEM 7 – TYPES OF CLIENTS
RoseCap offers investment advisory and asset management services to individuals, families, trusts, businesses, estates, and institutional
investment clients (i.e., endowments, pensions, investment companies, and other investment advisory firms).