Riverspan Partners LP

Item 5 – Fees and Compensation

        Fee Schedule
The specific fees and compensation payable to the Firm are typically not negotiable and may vary
among the Funds. However, the types of compensation payable to Riverspan and any affiliated
GP entities are described below. Prospective Investors can review the specific fees applicable to
each partnership managed by the Firm within the Governing Documents for those Funds.
               Management Fee and Performance-Based Compensation
Riverspan typically receives an annual Management Fee equal to a percentage of the Funds’
committed capital commencing on the Initial Closing Date during the investment period and a
percentage of invested capital following the investment period as set forth in the Governing
Documents. The Funds’ Management Fee may be amended based on certain dates throughout
the duration of the partnership and participation by certain investors in SPVs managed by the
Firm. The Management Fee may be reduced or offset based on the receipt of directors’,
transaction, break-up, advisory or similar fees received by Riverspan, the affiliated GP, the
Managing Partners, their respective employees and affiliates, as disclosed within the Governing
Documents for each Fund. The Funds’ Management Fees are typically payable quarterly in
advance.
The Firm notes that investors in SPVs may not be assessed Management Fees.
Each Fund’s GP generally receives a carried interest equal to a percentage of all realized profits,
as described more fully in each Funds’ Governing Documents. The carried interest is generally
subject to a clawback at the end of life of the Funds if the GP, as applicable, have received excess
cumulative distributions.
The carried interest will only be charged to accounts of those investors who are “qualified clients”
as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”)
and as permitted by the Funds Governing Documents.
Riverspan, or an affiliated GP, pursuant to a side letter or similar agreement with an Investor, may
waive, reduce, defer or calculate differently the Management Fee or carried interest with respect
to such Investor, and make such adjustments as Riverspan deems reasonable.
Fund expenses, including the Management Fee and any performance-based fees, can constitute
a higher percentage of average net assets than could be found in other investment programs.
       Fund Expenses and Other Fees
The Funds will bear all expenses attributable to the Funds’ operation and activities, or that arise
out of the operation and activities of or otherwise are related to the Funds and any other vehicle
created to facilitate the Funds’ investment program (including those incurred by the General
Partner, the Manager or their respective affiliates on behalf of or allocable to the Funds), including
but not limited to fees, costs, expenses and liabilities related to:

(i)    management, conduct and operation of the Funds, its related entities and their respective
business or otherwise attributable to the existence of the Funds and its related entities; (ii)
sourcing, finding, investigating, developing, evaluating, negotiating, structuring, acquiring,

monitoring, holding, administering, financing, refinancing, managing, hedging, selling, exchanging
or otherwise disposing of or monetizing prospective and actual investments (including selling,
exchanging or otherwise disposing of or monetizing investments through sponsor-led secondary
transactions and recapitalizations), and other costs of rendering financial assistance to or
arranging for financing for any assets or investments, including consummated investments
(including investments warehoused for the Funds) and any proposed but unconsummated
investments (including commitment fees or other lender’s fees that become payable in connection
with a proposed portfolio investment and investments proposed to be warehoused); (iii) costs,
fees and expenses associated with legal, auditing, consulting, accounting, valuation, appraiser,
projection, regulatory compliance, data provider (including management systems and software),
custodian, subcustodian, depositary (including any ongoing appointment of a depositary and/or
chaperone appointed pursuant to the AIFMD and any Swiss representative or paying agent
appointed pursuant to the Swiss Collective Investment Schemes Act (as amended)), settlement,
client relations, banking, transfer agent, disbursal, brokerage, registration, origination, servicing,
administrator and other third-party services (including costs, fees and expenses of industry
experts, passed through at cost, without mark-up); (iv) other support services (including
engineering, investment-level management and servicing, environmental, cyber security
infrastructure and incident response, financial reporting, data processing, escrow, settlement,
client relations, know-your-customer, subscription agreement review and processing and
maintenance, accounting, legal and tax support and other services) outsourced to third-party
service providers, and any other third-party expenses incurred with respect to the operation of the
Fund and its investments; (v) research and software expenses, and other expenses incurred in
connection with data services providing price feeds, news feeds, securities and asset information,
fundamental data, and industry alerts attributable to such investments; and other third-party
research, news, industry information, analytics and expert networks/research resources; (vi) third-
party software licenses and support services related to asset management, document
management, investor management and other management, accounting, reporting and other
functions (including e-billing systems) and other costs of asset and portfolio management
software and research and/or industry, market and valuation databases and/or industry
subscriptions or publications and research services attributable to a specific portfolio investment
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Item 7 – Types of Clients

The Firm provides investment advisory services to pooled investment vehicles that are private
funds exempt from registration under the Investment Company Act of 1940, as amended.

The Firm intends to restrict the number of Investors in the Funds and will offer Interests only
through non-public transactions in order to maintain their exclusion from “investment company”
status under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly
review a Funds’ Governing Documents, which set forth all of the terms in detail.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933) and “qualified client” (as defined in Rule 205-3 under the Advisers Act)
and must meet other criteria as specified in the Governing Documents. The minimum initial
investment may vary by Fund, and may be waived at the discretion of Riverspan as disclosed in
the . Governing Documents.