RWWM Inc

Item 5: Fees & Compensation

Compensation for Our Advisory Services

Investment Management

      Account Value                       Quarterly Fee Rate                  Annualized Total
      $0 to $500,000                          0.375%                              1.50%
   $500,001 to $1,000,000                     0.3125%                             1.25%
  $1,000,001 to $5,000,000                      0.25%                                1.00%
 $5,000,001 to $10,000,000                      0.20%                                0.80%

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$10,000,001 to $25,000,000                         0.1875%                                0.75%
$25,000,001 to $50,000,000                         0.1625%                                0.65%
     Over $50,000,001                              0.125%                                 0.50%

Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. Our Firm
bills on cash unless indicated otherwise in writing. Annualized fees are billed on a pro-rata basis
quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Our
fees are generally not negotiable and will be deducted from client account(s). In rare cases, our Firm
will agree to directly invoice.

As part of this process, Clients understand the following:

    (1) The client’s independent custodian sends statements at least quarterly showing the market
        values for each security included in the Assets and all account disbursements, including the
        amount of the advisory fees paid to our Firm;
    (2) Clients will provide authorization permitting our Firm to be directly paid by these terms. Our
        Firm will send an invoice directly to the custodian; and
    (3) If our Firm sends a copy of our invoice to the client, a legend urging the comparison of
        information provided in our statement with those from the qualified custodian will be
        included.

The Fund

For clients invested in the Fund, RWWM does not receive any management fees from the Fund.
However, as further described in Item 6 of this Brochure, RWWM, or the General Partner is entitled
to receive a performance allocation (commonly referred to as “carried interest”), based on, among
other factors, the annual profits earned by the Fund (pursuant to the detailed terms as described in
the Fund’s governing documents). The carried interest is 20% and is generally allocated on an annual
basis (with the exception of withdrawals prior to the Fund’s fiscal year end).

The fees for the Fund are not negotiable and RWWM, or the General Partner, may be reimbursed for
certain out-of-pocket expenses incurred by RWWM on the Fund’s behalf directly out of the Fund’s
assets. Performance fees as referenced, above, and described in Item 6, below, are allocated to the
General Partner and directly withdrawn from the Limited Partner on an annual basis at the end of
each fiscal year end.

RWWM and/or the General Partner are responsible for all of the normal day-to-day overhead
expenses of managing RWWM or the General Partner (as the case may be), including wages, salaries,
rent, utilities and other such expenses of RWWM or the General Partner.

The Fund is responsible out of its assets for all other expenses of the Fund including, but not limited
to, formation expenses and all expenses incurred in connection with the Fund’s operations, including
legal and accounting expenses, bookkeeping, governmental compliance audit and related costs of any
kind, applicable taxes, fees incurred in connection with the maintenance of bank or custodian
accounts, annual meeting and reporting expenses, expenses incurred in connection with the
purchase, holding, sale or proposed sale of any Fund investments, interest on and fees and expenses
arising out of all permitted borrowing made by the Fund and, all expenses of liquidating the Fund.

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The Fund bears all organizational and syndication costs, fees and expenses incurred by or on behalf
of the General Partner in connection with the formation and organization of the Fund and the General
Partner.

Retirement Plan Consulting:

Retirement Plan Consulting services are billed according to our Investment Management fee
schedule, based on the percentage of Plan assets under management:

      Account Value                        Quarterly Fee Rate                   Annualized Total
      $0 to $500,000                           0.375%                               1.50%
   $500,001 to $1,000,000                      0.3125%                              1.25%
  $1,000,001 to $5,000,000                        0.25%                                1.00%
 $5,000,001 to $10,000,000                        0.20%                                0.80%
$10,000,001 to $25,000,000                        0.1875%                              0.75%
$25,000,001 to $50,000,000                        0.1625%                              0.65%
      Over $50,000,001                            0.125%                               0.50%

The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the
signed consulting agreement.

Other Types of Fees & Expenses:

Clients will incur transaction fees for trades executed by their chosen custodian. These transaction
fees are separate from our Firm’s advisory fees and will be disclosed to the client by the chosen
custodian.

Our Firm recommends Raymond James & Associates, Inc. (“Raymond James”), member New York
Stock Exchange/SIPC. Raymond James does not charge transaction fees for U.S. listed equities and
exchange traded funds. Trades in other asset classes may incur additional charges depending upon
the brokerage schedule.
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Item 7: Types of Clients & Account Requirements

Types of Advisory Services Offered

Investment Management:

As noted previously in Item 4 above, our Firm provides discretionary investment management
services to individuals, small business, family offices, trusts, and charitable foundations, among
others. A financial plan is created and agreed upon with the client and we generally do not allow
clients to impose specific investment restrictions due to the level of difficulty this would entail in
managing their account.

The Fund:

Certain of our clients also invest in the Fund, which is also an investment advisory client of RWWM.
The Fund is governed by a limited partnership agreement (the “Fund Agreement”) that specifies the
specific investment guidelines and investment restrictions applicable to the Fund. In addition, the
summary of terms prepared for the investors in the Fund also contains information regarding the
investment program for the Fund. An affiliate of RWWM, Roseman Wagner GP, LLC, a Delaware
limited liability company (the “General Partner”), serves as the general partner of the Fund. The
General Partner is a related person of RWWM and is under common control with RWWM.

The Fund invests capital contributed to it by one or more high net worth individuals, trusts, estates,
limited partnerships or limited liability companies (“Investors”) that are “accredited investors” (as
defined in Regulation D under the Securities Act). There is no minimum capital commitment of an

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Investor in the Fund. Some Investors in the Fund are advisory clients of RWWM. The Fund is not
registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
and the securities of the Fund are not registered under the Securities Act of 1933, as amended (the
“Securities Act”).

RWWM, together with the General Partner, provides investment management and administrative
services to the Fund in accordance with the Fund Agreement and other offering materials. While the
General Partner retains management authority over the business and affairs, including investment
decisions of the Fund, RWWM has been delegated the role of investment adviser to the Fund by the
General Partner. The General Partner, its members and personnel will be subject to the Advisers Act
and rules thereunder, and to all RWWM’s compliance policies and procedures, including but not
limited to RWWM’s code of ethics, conflict of interest, insider trading, personal securities
transactions reporting and recordkeeping policies and procedures.

RWWM generally has broad and flexible investment authority with respect to the Fund. The Fund’s
investment strategy is simply a concentrated, non-leveraged, disciplined approach. The Fund will
commit uncommonly high percentages of capital to individual “focused” opportunities of public and
private investments. RWWM provides services to the Fund and the General Partner pursuant to a
separate investment advisory and management services agreement (the “Management Agreement”)
which sets forth the terms of the services to be provided by RWWM. RWWM tailors its investment
advice to the Fund in accordance with the Fund’s investment objectives and strategy as set forth in
the Management Agreement and other offering materials. Once invested in the Fund, consistent with
our general advisory services, Investors generally cannot impose additional restrictions or
investment guidelines on the Fund.

Retirement Plan Consulting:

Our Firm provides retirement plan consulting services to employer plan sponsors and participants
on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors
in establishing, monitoring and reviewing their company's participant-directed retirement plan. As
the needs of the plan sponsor dictate, areas of advising may include:

        Establishing an Investment Policy Statement – Our Firm will assist in the development of a
         statement that summarizes the investment goals and objectives along with the broad
         strategies to be employed to meet the objectives.
        Investment Options – Our Firm will work with the Plan Sponsor to evaluate existing
         investment options and make recommendations for appropriate changes.
        Asset Allocation and Portfolio Construction – Our Firm will develop strategic asset allocation
         models to aid Participants in developing strategies to meet their investment objectives, time
         horizon, and financial situation.
        Investment Monitoring – Our Firm will monitor the performance of the investments and
         notify the client in the event of over/underperformance and in times of market volatility.
        Participant Education – Our Firm will provide opportunities to educate plan participants
         about their retirement plan offerings, different investment options, and general guidance on
         allocation strategies.

In providing services for retirement plan consulting, our Firm does not provide any advisory services
with respect to the following types of assets: employer securities, real estate (excluding real estate
funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other
illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement

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plan consulting services shall be in compliance with the applicable state laws regulating retirement
consulting services. This applies to client accounts that are retirement or other employee benefit
plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). If the client accounts are part of a Plan, and our Firm accepts appointment to provide
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