A. General Description of Advisory Firm.
1. Arosa Capital Management LP
The Investment Adviser is a Delaware limited partnership that was formed in 2013.
We have offices located in New York, New York, Miami, Florida and Dallas, Texas.
We are controlled by our principal owners, Till Bechtolsheimer and Abraham Joseph (each, a “Principal
Owner”), who are limited partners of the Investment Adviser and also act as members of the General Partner. The
General Partner has ultimate responsibility for our management, operations and investment decisions.
We commenced operations on January 2, 2014.
2. Arosa Capital Management Market Neutral GP II LLC, Arosa Capital Management Multi-Strategy
GP LLC, Arosa Capital Management Alternative Energy Fund GP LLC and Arosa Ventures GP
LLC
Arosa Capital Management Market Neutral GP II LLC (the “Market Neutral General Partner”), Arosa
Capital Management Multi-Strategy GP LLC (the “Multi-Strategy General Partner”), Arosa Capital Management
Alternative Energy Fund GP LLC (the “Alternative Energy General Partner”), Arosa Ventures GP LLC (the
“Ventures General Partner” and together with the Market Neutral General Partner, the Multi-Strategy General
Partner and the Alternative Energy General Partner, the “Fund General Partners”), limited liability companies
organized under the laws of the State of Delaware, are affiliated entities that serve as the general partners of pooled
investment vehicles that are U.S. or offshore partnerships. The Fund General Partners’ facilities and personnel are
provided by us.
The Principal Owners are the principal owners of, and control, the Fund General Partners.
B. Description of Advisory Services.
This Brochure generally includes information about us and our relationships with our clients. While much
of this Brochure applies to all such clients, certain information included herein applies to specific clients only. As
used herein, the term “client” or “clients” shall be deemed to include the Funds (as defined below) and any other
clients for which the Investment Adviser provides continuous and regular supervisory or management services, but
shall not be deemed to refer to underlying investors in our Funds.
1. Advisory Services.
We serve as the investment adviser, with discretionary trading authority, to private pooled investment
vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and
collectively, the “Funds”). The Funds include:
(1) Arosa Capital Management Market Neutral Fund LP, a Delaware limited partnership (the “Market
Neutral Domestic Fund”);
(2) Arosa Capital Management Market Neutral Offshore Fund Ltd., a Cayman Islands exempted company
(the “Market Neutral Offshore Fund”, and together with the Market Neutral Domestic Fund, the
“Market Neutral Feeder Funds”);
(3) Arosa Market Neutral Fund LP, a Cayman Islands exempted limited partnership (the “Market Neutral
Master Fund”), which serves as the master fund into which the Market Neutral Feeder Funds invest
substantially all of their assets in a “master feeder” structure;
(4) Arosa Capital Management Multi-Strategy Fund LP, a Delaware limited partnership (the “Multi-
Strategy Domestic Fund”);
(5) Arosa Capital Management Multi-Strategy Offshore Fund LP, a Cayman Islands exempted limited
partnership (the “Multi-Strategy Offshore Fund”);
(6) Arosa Multi-Strategy Intermediate Fund LP, a Cayman Islands exempted limited partnership (the
“Multi-Strategy Intermediate Fund”);
(7) Arosa Multi-Strategy Fund LP, a Cayman Islands exempted limited partnership (the “Multi-Strategy
Master Fund”), which serves as the master fund into which the Multi-Strategy Domestic Fund and the
Multi-Strategy Offshore Fund (through the Multi-Strategy Intermediate Fund) invest substantially all
of their assets in a “master feeder” structure;
(8) Arosa Capital Management Alternative Energy Fund LP, a Delaware limited partnership (the
“Alternative Energy Domestic Fund”);
(9) Arosa Capital Management Alternative Energy Offshore Fund LP, a Cayman Islands exempted limited
partnership (the “Alternative Energy Offshore Fund”, and together with the Alternative Energy
Domestic Fund, the “Alternative Energy Feeder Funds”);
(10) Arosa Alternative Energy Fund LP, a Cayman Islands exempted limited partnership (the “Alternative
Energy Master Fund”) which serves as the master fund into which the Alternative Energy Feeder
Funds invest substantially all of their assets in a “master feeder” structure; and
(11) Arosa Ventures LP, a Delaware limited partnership (the “Ventures Fund”)
Additionally, certain Funds make, and may in the future make, investments through one or more entities
serving as special purpose vehicles for such Funds.
The Market Neutral General Partner serves as the general partner of the Market Neutral Domestic Fund and
the Market Neutral Master Fund.
The Multi-Strategy General Partner serves as the general partner of the Multi-Strategy Domestic Fund, the
Multi-Strategy Offshore Fund, the Multi-Strategy Intermediate Fund and the Multi-Strategy Master Fund.
The Alternative Energy General Partner serves as the general partner of the Alternative Energy Domestic
Fund, the Alternative Energy Offshore Fund and the Alternative Energy Master Fund.
The Ventures General Partner serves as the general partner of the Ventures Fund.
This Brochure does not constitute an offer to sell or a solicitation of an offer to buy any securities. The
securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the
Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements
apply to prospective investors in the Funds, including requirements that they generally be “accredited investors”
as
defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non-”U.S. Persons”
as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a
solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will
be made only pursuant to definitive documents that relate specifically to a Fund, including, without limitation, a
confidential private placement memorandum.
2. Investment Strategies and Types of Investments.
The Market Neutral Master Fund’s principal investment objective is to maximize investment returns while
minimizing risk through a “long/short” investment strategy. The Market Neutral Master Fund invests in long
positions in securities which we believe will outperform the short constituents of the portfolio on a beta-adjusted
basis. The Market Neutral Master Fund targets daily market neutrality on a beta-adjusted basis. The Market Neutral
Master Fund invests its assets primarily in a diversified portfolio of common stocks and options of (U.S.) domestic
issuers in the energy and related sectors. To a lesser extent, the Market Neutral Master Fund invests in foreign
securities.
The Multi-Strategy Master Fund’s principal investment objective is to maximize investment returns while
minimizing risk through a “long/short” investment strategy across asset classes. The Multi-Strategy Master Fund
allocates capital across five sub-portfolios, the Opportunistic Portfolio, the Credit Portfolio, the Private Investment
Portfolio, the Alternative Energy Portfolio and the Market Neutral Portfolio. The Investment Adviser invests a
varying portion of the Multi-Strategy Master Fund’s capital in the sub-portfolios as determined in its discretion. The
Opportunistic Portfolio invests primarily in a portfolio of equity and commodity instruments in energy and related
sectors, including investments on a best ideas basis in positions that may be concurrent investments of the Market
Neutral Portfolio and/or Alternative Energy Portfolio as well as overall Fund hedges. The Credit Portfolio invests
across the entire fixed income spectrum with a focus on traditional and alternative energy companies. The Private
Investment Portfolio invests in private (U.S.) domestic and foreign companies and assets. The Private Investment
Portfolio includes an investment in the Ventures Fund. The Market Neutral Portfolio invests pari passu with, and
employs the investment strategy of, the Market Neutral Master Fund and the Alternative Energy Portfolio invests
pari passu with, and employs the investment strategy of the Alternative Energy Master Fund.
The Alternative Energy Master Fund’s principal investment objective is to maximize investment returns while
minimizing risk through a “long/short” investment strategy. The Alternative Energy Master Fund invests its assets
primarily in a portfolio of common stocks and options of (U.S.) domestic and international companies focused on
subsectors related to alternative, renewable and energy efficient technology, including, without limitation, solar,
wind, renewable fuels (including biofuels), battery storage, electric vehicles, smart grid technologies and energy
efficient consumer, commercial and industrial products.
The Ventures Fund’s primary purpose is to realize long-term appreciation from venture capital investments
in private companies that primarily pursue alternative, renewable or efficient energy technology.
The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and
investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit
in any way our investment activities. We may offer any advisory services, engage in any investment strategy and
make any investment, including any not described in this Brochure, that we consider appropriate, subject to each
client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail
substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the
investment objectives of any client will be achieved.
C. Availability of Customized Services for Individual Clients.
Our investment decisions and advice with respect to each Fund are subject to each Fund’s investment
objectives and guidelines, as set forth in its respective offering documents.
If, in the future, we determine to offer separately managed accounts (“Managed Accounts”), the investment
objectives and guidelines of the Managed Accounts would be determined in conjunction with the applicable client.
Certain Funds have and, may in the future establish additional classes or sub-classes having, or enter into
“side letters” with investors which provide for, different or additional terms than those described in the applicable
Fund’s offering documents, including, without limitation, different management fee rates, incentive allocation or
incentive fee rates, functional currencies, information rights and withdrawal rights. The Funds may establish new
classes or sub-classes of interests, and the Funds may enter into “side letters” with investors, without providing prior
notice to, or receiving consent from, other investors. Although certain investors may invest in a class, sub-class or
“side letter” offering different material terms, a Fund generally will only offer such terms if they believe other
investors in such Fund will not be materially disadvantaged.
As of December 31, 2023 we managed approximately $727,244,654 in regulatory advisory client assets
under management on a discretionary basis. We do not manage any advisory client assets on a non-discretionary
basis.
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