Rosenwald Capital Management Inc

Item 5: Fees and Compensation

   A. Advisory Fees and Compensation

Management Fees

Our compensation generally includes a management fee typically paid in arrears either monthly,
quarterly, or annually. Fees for strategy-specific separately managed accounts are subject to
negotiation. Factors such as the client’s proposed investment size and/or a long-term
commitment may be taken into consideration in negotiating the fee.

Management fees payable by the commingled funds may vary and are described in each fund’s
offering materials, or organizational documents. Our standard management fees charged to the
funds are calculated as a percentage of assets under management and typically range from 0.1 up
to 1.0% per annum but may be higher or lower per client written agreements. Management fees
are generally payable and deducted from the assets of each Fund quarterly in arrears.

Performance Fees and Allocations

For certain client accounts and commingled funds, we may receive performance-based
compensation. For our funds, our performance-based allocation is typically charged at a year-
end generally, at a rate of up to 20% of all net realized and unrealized profits (if any) from each
investor’s account as of year-end, subject to a high-water mark. Certain funds may have a
performance-based compensation based on relative performance over a specific benchmark,
greater than one-year performance measurement periods and differing performance
compensation rates.

We are generally not entitled to receive any performance-based compensation to the extent that
there are unrecouped accumulated losses in performance carried forward from prior years.

We have in the past and may in the future decide to rebate, reduce, or waive either the
management fee or performance-based compensation for certain classes or investors. To the
extent that we are sharing portions of either the management fee or performance compensation
with others, it is solely at our cost.

Redemption Amount

We seek to partner with investors who share our long-term view and investment philosophy.

Thus, some of our funds and other collective vehicles may be subject to a fee for withdrawals
made during a lock-up period. In those cases, we may charge an early withdrawal fee ranging
from 1-2% and deduct directly from the early withdrawal amounts.

Some of our separately managed accounts may also have an early withdrawal provision that
provides for a change in fees for early withdrawals.

   B. Payment of Fees

We generally charge management fees either monthly or quarterly in arrears based upon assets
under management for the respective measuring period. The management fee is typically pro-
rated for contributions or withdrawals made within, depending on the fund, either intra-month or
quarter.

Separate account clients must authorize the payment of management fees on a transaction-by-
transaction basis. In certain cases, separate account clients will authorize such approved fees to
be debited directly from their account. Fees paid from commingled funds are debited directly
from the funds.

To the extent applicable, performance-based compensation is calculated after the accrual of any
applicable management fees.

   C. Additional Fees and Expenses

Any additional fees and expenses for our separately managed account clients will vary and are
subject to negotiation.

Fund investors will pay certain expenses directly and will reimburse us for certain expenses paid
on a fund’s behalf as described in their offering materials.

From time to time, certain expenses, such as legal costs, may be allocated across the accounts
managed by RCM. In those cases, RCM generally allocates the expenses on a fair and equitable
manner (e.g., pro rata based on each account’s assets under management).

Generally, funds are responsible for operating expenses which include, but are not limited to the
following:

   •   brokerage and execution charges, commissions, custodial charges, and fees for quotation
       and other data services;

   •   accounting, trading, portfolio management and risk management systems expenses;

   •   research subscriptions and expenses;

   •   travel, legal and consulting fees related to investment research or board meetings and due
       diligence;

   •   broken trade and broken deal fees;

   •   expenses to register securities and transfer taxes;

   •   costs and expenses incurred for the purpose of protecting or enhancing a fund’s value of
       the assets (including the costs of instituting and defending litigation);

   •   U.S. federal, state and local taxes, filing and registration fees, including audits associated
       with such taxes and filings (other than our corporate taxes);

   •   investor communications, relations, bookkeeping, accounting and the preparation and
       mailing of financial, tax and performance information to investors fees, costs and
       expenses;

   •   fees, costs and expenses incurred in connection with borrowings;

   •   administration fees, costs and expenses;

   •   premiums and other costs of D&O/E&O and other insurance;

   •   fees for attorneys, accountants, consultants and other professionals or experts related to a
       fund’s investment; and

   •   Directors’ fees and expenses.

If one of our funds holds other unaffiliated collective managed investments, e.g., mutual funds,
those underlying fund fees including a management fee, other fund expenses and a possible
distribution fee are paid by the fund directly and are not deducted or rebated from our fees. We,
however, may waive the underlying fund fees of those pooled investment vehicles managed by
our affiliated entities, such as Dalton. Please note that you can generally purchase mutual funds
directly without our advisory services.

   D. Prepayment of Fees

Not Applicable.

   E. Additional Compensation and Conflicts of Interest

While we utilize third parties to administer the commingled funds, we typically assist in
...

Item 7: Types of Clients

Our clients include:

       Institutional separate account clients – e.g., insurance companies and charitable entities.

       Commingled funds, including private funds and an exchange-traded fund listed on the
       London Stock Exchange.

Investors in the funds include, among others, fund of funds, pension funds, endowments,
foundations, other financial institutions and corporations, family offices and high net worth
individuals, and directly or indirectly include Mr. Rosenwald, members of his extended family
and trusts or other entities established for any of the foregoing persons' benefit. We generally
require that each US investor in its private commingled funds be an “accredited investor” as
defined in Regulation D under the Securities Act of 1933 and in the case of 3(c)(7) funds, a
“qualified purchaser” as defined under the Investment Company Act of 1940. Investors in the
funds are generally required to invest a minimum of $1,000,000. RCM has waived, and reserves
the right to modify or waive this minimum requirement.

Required investment amounts for separately managed accounts are negotiated and may differ
substantially.

The private funds may enter into separate agreements, commonly referred to as “side letters”, or
other similar agreements with a particular limited partner in connection with its admission to the
private fund without the approval of any other limited partner, which would have the effect of
establishing rights under or supplementing the terms of the applicable private fund’s partnership
agreement with respect to such limited partner in a manner more favorable to such limited
partner than those applicable to other limited partners. Such rights or terms in any such side letter
or other similar agreement may include, without limitation: (i) reporting obligations, (ii) waiver
of certain confidentiality obligations, (iii) “most favored nation” provisions or (iv) rights or terms
requested or necessary in light of particular investment, legal, regulatory or public policy
characteristics of a limited partner.