Rosemawr Management LLC

Item 5 – Fees and Compensation

       The specific manner in which the Adviser charges fees is established in a client’s written
investment advisory or subscription agreement which the client executes at the outset of the
advisory relationship.

Advisory Fees

       Separately Managed Accounts

        The Adviser will generally bill its fees on a quarterly basis and clients may authorize the
Adviser to directly debit fees from their accounts. Clients are generally billed in arrears each
calendar quarter based on the value of their account at the end of the quarter. A client will typically
be able to terminate an investment advisory agreement at any time upon 30 days’ prior written

notice. Any fees paid in advance will be pro-rated to the termination date and the excess, if any,
refunded to the client. If fees are paid in arrears, the client will be billed for the pro-rata portion of
fees to the termination date. Accounts initiated or terminated during a calendar quarter will be
charged a prorated fee.

        The amount of fees charged for a separately managed account is dependent upon on the size
and objective of the specific client account. Typically, if an account exceeds $5 million and is focused
on liquidity or principal preservation, the fee will be 0.50% per year. For strategies that seek
aggressive capital gains or particularly high current income (such as those utilizing high-yield
municipals), fees will generally be 1.50% per year and may include an incentive allocation of up to
20%. Smaller accounts may incur higher fees. Fees are assessed on the gross value of the account
without including any cash in the account (i.e., that advisory fee applies only to securities held in
the account and recommended by the Adviser) and without netting any margin borrowing that the
client may choose to utilize. Fees are generally not negotiable; however, the Adviser may charge a
fee amount different than what is stated above at its sole discretion.

        The Funds

         Each Fund is offered pursuant to a private offering memorandum which contains important
and detailed information concerning, among other things, the fees, terms of withdrawal and
redemption for an investment in a Fund. In general, no withdrawal or redemption is permitted
other than according to the terms of the governing documents of the particular Fund, subject to the
right in some cases of the Adviser, in its sole discretion, to waive the requirements for investors on
a case by case basis. Each client or prospective client should carefully review and consider the
terms and conditions contained in the private offering memorandum of each Fund.

        The Hedge Fund has the following compensation structure:

                 Current Management Fee                        Current Incentive Allocation
                 0.375% per quarter (1.50% per year)           20%

               An allocable portion of the management fee is automatically deducted from each
                relevant client’s account at the beginning of the relevant accounting period on a
                quarterly basis. Any fees paid in advance will be pro-rated to the termination date
                and the excess, if any, refunded to the client.
               Investors are generally subject to an incentive fee calculated as described in the
                relevant private offering memorandum of each Hedge Fund. Incentive fees are
                charged and automatically deducted from a client’s account at the end of each fiscal
                year and on any interim withdrawal of capital by, or other distribution of funds to, a
                client. Such amounts are credited to the account of the Adviser or the Adviser’s
                affiliate, Rosemawr Associates LLC.

Rosemawr Capital III has the following compensation structure:

        Rosemawr Capital III pays a management fee to the Adviser quarterly in advance,
equal to 1.50% per annum (which is 0.375% per quarterly payment period) of the
aggregate outstanding, drawn capital contributions that have been made by the investors in
Rosemawr Capital III.

        The Adviser’s affiliate, Rosemawr Capital Associates III LLC, also is paid
performance-based compensation upon the distribution of any realization of an investment
(subject to certain “claw-back” provisions as more fully described in Rosemawr Capital III’s
private offering memorandum). The amount distributed to Rosemawr Capital Associates III
LLC is distributed in accordance with the following formula:

      First, one hundred percent (100%) to the limited partner, until the limited partner
       has received cumulative distributions equal to the sum of the limited partner’s
       aggregate capital contributions used to fund the acquisition costs of all investments
       which have been made by Rosemawr Capital III;
      Second, 100% to the limited partner in an amount equal to its then unpaid
       “preferred return” (which 8%, as measured from the date each capital contribution
       made by a limited partner to the date of distribution) on the aggregate amount of
       the bullet point above.
      Third, 80% to the Rosemawr Capital Associates III LLC and 20% to the limited
       partner, until the amount distributed to Rosemawr Capital Associates III LLC
       equals to 20% of the sum of all previous distributions made, and the distributions
       then being made, pursuant to the bullet points above and this bullet point.
      Thereafter, 80% to the limited partner and 20% to the Rosemawr Capital Associates
       III LLC, pari passu.

Rosemawr Capital IV has the following compensation structure:

        Rosemawr Capital IV pays a management fee to the Adviser quarterly in advance,
equal to 1.50% per annum (which is 0.375% per quarterly payment period) of the
aggregate outstanding, drawn capital contributions that have been made by the investors in
Rosemawr Capital IV.
...

Item 7 – Types of Clients

         The Adviser provides investment advisory services to high net worth individuals and
families, banking or thrift institutions, charitable institutions, private investment funds, and other
institutional investors. The minimum account size of a separately managed account is $25 million
and the minimum subscription amount for each Hedge Fund is $1 million. Rosemawr Municipal
Partners Fund LP is currently open to new subscriptions. The PE Funds and the RM Funds are
currently closed to new investors. Rosemawr Sustainable Investments LP is currently open to new
subscriptions. The Adviser may waive the minimum account or subscription requirements at its
sole discretion.