Item 5 - Fees and Compensation
Management Fees
Each Managed Account or Investor should review the appropriate Governing Documents in
conjunction with this brochure for more complete information on the applicable management fees.
Ardmore Road receives an annual management fee based upon the assets under management for
each Client Account.
For a Managed Account, Ardmore Road will detail in the investment management agreement the
amount and the timing of Ardmore Road invoicing the Client, whether it be in advance or arrears
in a particular month or calendar quarter. The management fee will be based upon a percentage
of the assets under management advised by Ardmore Road. The Managed Account will generally
pay Ardmore Road directly via a wire transfer.
For a Fund, management fees are generally collected quarterly in advance. Ardmore Road intends
to debit management fees directly from the Fund’s custodial or prime brokerage accounts.
If a Managed Account terminates the investment management agreement or an Investor redeems
from a Fund at a period of time other than the beginning of a particular month, quarter or year (as
described in the appropriate Governing Documents), Ardmore Road will pro rate the management
fee for the period accordingly.
The management fees above are generally subject to waiver or reduction by Ardmore Road in its
sole discretion with certain Clients or Investors. For example, Investors in a Fund who are
associated with Ardmore Road, such as its officers or employees generally do not pay management
fees though they do pay their pro-rata share of operating costs. The management fee may vary by
Client. The Governing Documents specify the fees applicable to each Client.
Other Expenses
The Clients will bear their own expenses, including, without limitation, the following: expenses
related to the research, due diligence, financing, monitoring and disposition of actual and
prospective investments, whether or not such investment is consummated, including, without
limitation, the following: travel expenses incurred by Ardmore Road in connection with researching
potential investment opportunities; third-party investment sourcing fees (including, without
limitation, performance-based fees); fees charged by Ardmore Road to provide investment
sourcing services to, or on behalf of the Clients; provided, however, that such sourcing fees do
not exceed the rate typically charged by third parties engaged in such sourcing; fees and expenses
related to obtaining research and market data (including, without limitation, any information
technology hardware, software or other technology incorporated into the cost of obtaining such
research and market data, and including fees and expenses related to obtaining, processing and
analyzing research or market data that may be considered “big data” or “alternative data”, including
fees and expenses related to performing due diligence on potential providers of any of such
research or market data services (including, without limitation, “big data” or “alternative data”
services)); due diligence expenses including, without limitation, consulting and appraisal fees; travel
expenses; brokerage, prime brokerage, custodial, and futures commission merchant fees,
commissions and expenses; expenses relating to block trades; expenses relating to short sales;
clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses
and fees related to financings or refinancing; fees and expenses of proxy research and voting and
class action-related services; and fees and expenses of third-party professionals, including, without
limitation, consultants, investment bankers, attorneys and accountants; organizational and
reorganizational expenses; operational expenses, including the following: fees and expenses
relating to information technology hardware, software or other technology (including, without
limitation, costs of software licensing, implementation, data management and recovery services and
custom development) used to research investments, evaluate and manage risk, facilitate valuations,
facilitate accounting functions and/or facilitate compliance with the rules of any self-regulatory
organization or applicable law (including, without limitation, reporting obligations), facilitate and
manage the order execution of investments or otherwise manage the Client Accounts 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; fees and expenses of third-party professionals, including, without limitation, consultants,
valuation service providers, attorneys, accountants and third-party administrative fees and
expenses and including, without limitation, the costs of engaging or appointing a Money Laundering
Reporting Officer, a Deputy Money Laundering Reporting Officer and an Anti-Money Laundering
Compliance Officer; the costs of any litigation or investigation involving activities of a Fund, a Fund’s
taxes and third-party audit and tax preparation expenses; insurance expenses, including, without
limitation, premiums for cybersecurity insurance and liability insurance covering Ardmore Road
and any affiliated entities, including the general partner to the Fund (each an “Affiliate” and
collectively “Affiliates”) and the members, partners, officers, employees and agents of Ardmore
Road or its Affiliates, and each member of any advisory board of any Fund; fees and expenses
(including, without limitation, director registration fees) of the independent members of any
advisory board directors of a Fund; costs of preparing and distributing reports and notices
(including, without limitation, all costs incurred to audit such reports, provide access to a database
or other internet forum and any other operational, legal, secretarial or postage expenses associated
...