Item 5 - Fees and Compensation
All investors should carefully review the governing and organizational documents of each
Managed Fund in conjunction with this brochure for complete information on the fees and
compensation payable with respect to a particular Managed Fund. Fees for a Managed Fund are
typically calculated based on a percentage of the capital that investors have committed to such
Managed Fund. The percentage fee rate generally declines following a specified investment
period. The Firm generally does not negotiate Managed Fund management fees with individual
investors, although it has negotiated reduced management fees with “lead investors” – i.e., an
investor that makes an investment commitment at a Managed Fund’s first closing that is
significantly greater than commitments by other investors. The Firm also may waive or reduce
Managed Fund management fees for investments by its employees and other affiliates. In addition
to management fees, each Managed Fund also has Carried Interest arrangements with the Firm or
its affiliates, as described below under “Performance-Based Fees and Side by Side Management.”
Managed Funds pay management fees to the Firm on a quarterly basis, generally in arrears on the
last day of each fiscal quarter. The Managed Fund’s custodian typically causes the Managed Fund
to pay these fees to the Firm.
Each Managed Fund bears its reasonable and properly incurred operating costs and extraordinary
expenses as set out in the offering documents, organizational documents and/or investment
management agreement of the Managed Fund. Operating costs and expenses include, but are not
limited to:
(i) all out-of-pocket costs and expenses (including legal, regulatory, accounting, tax,
consulting and other professional fees and expenses and reasonable travel or lodging,
meal and entertainment expenses) incurred by the Firm in connection with organization
and syndication expenses (generally up to a specified limit);
(ii) all transaction costs and expenses directly related to the purchase, holding or sale of
investments (including reasonable travel expenses and costs and expenses relating to
investigating and pursuing investments that ultimately are not acquired by a Managed
Fund (generally up to a specified limit);
(iii) auditing and tax return preparation fees;
(iv) bank and custody charges;
(v) valuation, legal and accounting fees and expenses;
RPM Capital Partners, LLC
Form ADV – Part 2A___________________________________________________________
(vi) costs and expenses of third party consultants except for any third party consultant to
which the Firm delegates some or all of its duties;
(vii) costs of providing reports and other communications with Managed Fund investors
(including printing, photocopying, courier and postage expenses);
(viii) premiums for insurance expenses, including, but not limited to, key persons insurance,
directors and officers liability insurance, errors and omissions insurance and other
policies, if any;
(ix) securities registration fees and expenses and brokerage commissions;
(x) attendance fees and retainers of the Managed Fund advisory board members (including
non-investor advisory board members), if applicable;
(xi) expenses of annual meeting of Managed Fund limited partners and of meetings of
Managed Fund advisory boards (both investor and non-investors) and reasonable out-
of-pocket expenses of the Managed Fund advisory board members (including both
investor and non-investor) relating to attendance at meetings of such boards;
(xii) taxes payable by the Managed Fund;
(xiii) expenses related to the redemption or issuance of Managed Fund interests;
(xiv) fees of any independent third-party appraiser appointed to review the valuation of the
Managed Fund investments;
(xv) systems and technology expenses (including outsourced administrative services)
associated with the Managed Account’s recordkeeping, financial statements, tax
returns, reports to investors, portfolio management and research;
(xvi) non-recurring and extraordinary expenses (where applicable) including expenses of
indemnification and litigation (whether actual or prospective), arbitration, discovery
requests, judgments and settlements
(xvii) premiums for insurance expenses, including, but not limited to, directors and officers
liability insurance, errors and omissions insurance, cybersecurity and other policies, if
any;
Managed Funds will reimburse the Firm (including the general partner) for any expense paid by
the Firm that are expenses to be properly borne by the Managed Funds.
Because certain expenses may be shared by more than one Managed Fund, the Firm has adopted
policies and procedures for the allocation of such expenses among the Managed Funds.
Investment-related expenses shared by more than one Managed Fund will generally be allocated
pro rata based on the Firm’s reasonable assessment of the amount available for investment with
respect to such investment by each Managed Fund. Non-investment-related expenses shared by
more than one Managed Fund will be allocated in a manner that the Firm considers to be fair and
reasonable, taking into account the actual or estimated relative benefits to each Managed Fund
derived by such expense.
RPM Capital Partners, LLC
Form ADV – Part 2A___________________________________________________________
In addition, expenses may at times be shared among one or more Managed Funds and the Firm
or its affiliates. If an affiliate of the Firm co-invested in a transaction alongside a Managed
Fund, the affiliate pays its allocable share of transaction expenses and, if the affiliate is entitled
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