Item 5 - Fees and Compensation
ASGS generally receives Management Fees and Carried Interest (each as defined below) from and
with respect to each Fund in accordance with the terms and conditions set forth in the applicable
Governing Documents. In certain cases, ASGS or its affiliates may also receive upfront or initial fees
in connection with the formation of a fund, special purpose vehicle, or particular investment
opportunity, as disclosed in the applicable offering or governing documents. The portfolio companies
in which the Funds invest (including those companies in which the Funds proposes to make a Portfolio
Investment (as defined herein) may make other payments of fees and expenses to ASGS or its
affiliates for management, consulting and other services provided to the portfolio companies. No
recipient of such fees and expenses is required to remit such amounts to the Funds. Further details
about these fees and expenses are set forth below. ASGS generally receives asset-based management
fees from Clients for its advisory services (each a “Management Fee”) that generally does not
exceed 2% annually of either (i) the aggregate capital committed by investors in a Fund or (ii) the
aggregate funded capital contributions of the Funds on the last business day prior to calculation of
the amount of such fee. The Management Fee for the Funds is generally paid quarterly in arrears and
deducted from Client assets.
Our Management Fee does not include fees that may be directly or indirectly charged or assessed by
underlying portfolio managers, investment advisors or investment funds. As of the date of this
Brochure, however, ASGS does not collect a Management Fee from FOF, but may do so going
forward with the relevant Client’s understanding and consent.
In addition, in regard to the Funds, the General Partners receive performance-based fees in the form
of distributions as more fully described in the Governing Documents (the “Carried Interest”). The
general partner of certain Funds is affiliated with ASGS, and such general partner or its affiliates
may satisfy all or a portion of their capital commitment through a waiver of management fees,
cashless contribution, or similar arrangements as permitted under the applicable governing
documents. Please see Item 6 below regarding Carried Interest that the Funds may pay.
The fees described above reflect ASGS’s typical fee terms. However, ASGS may enter into different
agreements with one or more investors in the Funds, including, but not limited to, the Anchor LP,
providing for the waiver or modification of the Management Fee or Carried Interest terms pursuant
to side letters or otherwise without notice to the other Fund investors.
The Funds generally bear their own expenses, including legal, accounting, brokerage, custody,
administration and other expenses, which expenses are set forth in detail in the Governing
Documents. Generally, the Funds will be responsible for all expenses of the Funds including, but not
limited to, the following: (i) legal, accounting, auditing, custodial, regulatory, consulting and other
professional fees (including, without limitation, expenses associated with the preparation of the
Fund’s financial statements, tax returns, and forms K-1); (ii) banking, investment banking, financial
advisers, registration, qualification, finders, depositary, custodian, administration and similar fees or
commissions; (iii) expenses related to investigating and evaluating investment opportunities,
including travel expenses and performing due diligence including financial due diligence; (iv) all
costs and expenses attributable to acquiring, holding, and disposing of the Funds’ investments and
assets; (v) transfer, capital and other taxes, duties, fees and governmental charges levied against the
Funds; (vi) costs of financial statements and other reports; (vii) the Management Fee; (viii)
organizational costs and expenses; (ix) any licensing or registration fees or expenses; and (x) normal
operating or other expenses of the Funds.
ASGS expects certain Funds to reimburse it for their respective organizational expenses as provided
in the Fund’s respective Governing Documents. Each Fund investor is solely responsible for its own
legal and tax counsel expenses and any out-of-pocket expenses incurred in connection with the
organization of, its admission to, or the maintenance of its interest in, a Fund. ASGS is responsible
for all of its own normal operating expenses, including rent, utilities, communications and employee
salaries.
To the extent that any Client transactions are executed through a broker-dealer, the Client will incur
brokerage and other transaction costs. Please refer to Item 12 Brokerage Practices for more
information.