Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee
Rivermont receives an investment management fee (“Management Fee”) per annum of the
net asset value of the Funds.
The Funds’ Fee ranges from 1.25% to 1.50% depending on share class.
The Sub-Advised Fund’s Management Fees were agreed to and are stated in its investment
management agreement with the Adviser, and were negotiated by the Adviser. The Sub-
Advised Fund and any similar future vehicles or Clients may have materially different
Management Fees than the rest of the Funds.
The Firm, in its sole discretion, may waive or modify the Management Fee for any Investor or
Client.
Other Types of Fees or Expenses
Rivermont is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
The Firm provides to the Funds information technology hardware, software or other technology
related to accounting and investor relations, office space, utilities and secretarial, clerical and
other personnel. In addition, the Firm pays for the marketing-related travel expenses of its
personnel. The Management Fee may exceed the expenses borne by the Firm on behalf of the
Funds.
The Onshore Fund and Offshore Fund bear their own expenses and its pro rata share of the
Master Fund’s expenses and any trading vehicle’s expenses, including the following: (i) the
Management Fee; (ii) expenses related to the research, due diligence and monitoring of actual
and prospective investments (whether or not consummated) and the consummation of
investments of the Master Fund, including the following: third-party investment sourcing fees;
fees and expenses related to obtaining research and market data (including any information
technology software or other technology incorporated into the cost of obtaining such research and
market data); due diligence expenses, including consulting and appraisal fees; brokerage, prime
brokerage fees, commissions and expenses; expenses relating to short sales; clearing and
settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees
related to financings or refinancings; fees and expenses of proxy research and voting services;
and fees and expenses of third-party professionals, including consultants (such consultants will
relate to research, market data, alternative data, risk management or trading cost analysis),
investment bankers, attorneys and accountants; (iii) organizational and reorganizational
expenses; and (iv) operational expenses, including the following: fees and expenses relating to
information technology software or other technology (including costs of software licensing,
implementation, data management and recovery services and custom development) used to
research investments, evaluate and manage risk, facilitate compliance with the rules of any self-
regulatory organization or applicable law (including reporting obligations), facilitate and
manage the order execution of Securities by the Master Fund or
Rivermont Capital Management LP Form ADV Part 2A Brochure
any trading vehicle or otherwise manage the Fund, the Master Fund or any trading vehicle, such
as Bloomberg terminals, portfolio management systems, risk management systems and order
management systems; fees and expenses of third-party risk management products, models and
services; third-party administrative fees and expenses; fees and expenses of third-party
professionals, including consultants (such consultants will relate to research, market data,
alternative data, risk management or trading cost analysis), valuation service providers,
attorneys and accountants; the costs of any litigation or investigation involving activities of the
Fund, the Master Fund or any trading vehicle; third-party audit and tax preparation expenses;
insurance expenses, including premiums for D&O, E&O, cybersecurity and liability insurance
covering the General Partner and the Firm (except that the Fund and the Master Fund will bear
no more than 80% of such costs); fees and expenses (including director registration fees) of the
Master Fund’s and any trading vehicle’s directors and officers (including any AML Officers);
costs of preparing and distributing reports and notices; taxes; expenses incurred in connection
with negotiating and complying with provisions of any side letter agreements; fees and expenses
related to compliance with the rules of any self-regulatory organization or applicable law in
connection with the activities of the Fund, the Master Fund or any trading vehicle, including
any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and
expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings,
Section 16 filings and other similar regulatory filings); expenses incurred in connection with
the offering and sale of the Interests and other similar expenses related to the Funds (excluding
fees payable to any placement agent); extraordinary expenses, including the following:
indemnification expenses; fees and expenses incurred in connection with any tax audit by any
taxing authority, including any related administrative settlement and judicial review; and fees
and expenses incurred in connection with the reorganization, dissolution, winding-up or
termination of the Funds, including the Master Fund, or any trading vehicle.
Certain expenses may be shared across all Funds, including the Sub-Advised Fund. Any
expenses borne directly by the Sub-Advised Fund will be paid by the Sub-Advised Fund, and
Sub-Advised Fund expenses will be governed by the agreements entered into by the Firm and
Sub-Advised Fund. For certain operational, research and/or infrastructure expenses (“Fixed
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