Item 5: Fees and Compensation
A. Fee Schedule
ASM’s management fees (save for the fees described in the paragraphs hereafter
in this section) are in general 1.5% per annum of the assets in the Accounts
under its management. For closed-end Accounts, management fees are also
generally charged at a rate of 0.5% per annum on undrawn capital commitments.
Such fees are generally deducted from the Accounts, accrued monthly and
payable quarterly in arrears on the last business day of each calendar quarter.
For certain Accounts, subscription fees may be charged at subscription. Details
may be found in private placement memoranda of those Accounts. Additional
fees may be charged based on the performance of the Accounts. See Item 6 for
details.
Fees may be negotiated based on a range of factors including the investment
size of the clients as well as nature, complexity and liquidity of the Accounts.
B. Payment method
Fees are generally deducted from the clients’ assets quarterly (save for
performance-based fees and any subscription fees).
C. Other fees or expenses payable by the clients
ASM only charges the above fees to Accounts. Neither ASM nor its employees
receive other fees from Accounts in connection with ASM’s advisory services.
Accounts will incur various other expenses in addition to the fees charged by
ASM described at Item 5A above. A complete description of the fees and
expenses payable by Accounts is detailed in the documentation relating
to such Accounts (e.g. private placement memorandum, constitutional
documentation and investment management agreement) and the
information contained herein is a summary only and qualified in its
entirety by such documents. Such expenses will generally include the fees of
other service providers providing services to the relevant Account, such as any
custodian, prime broker(s), broker(s), administrator/transfer agent, compliance
consultant, legal counsel and auditor. Accounts may also bear other expenses,
depending on the terms of fund documentation, such as directors’ fees, legal,
regulatory, tax, valuation and other relevant advisory fees, fund-raising expenses
(such as travelling expenses), regulatory filing fees (e.g. Form PF and filings
pursuant to the European Alternative Investment Management Directive), costs
of preparing updates to fund documentation, expenses involved in
communicating with directors and holding board meetings, insurance premiums
(including director and officer liability insurance), and investment-related
expenses such as brokerage commissions, the special purpose vehicles
secretarial and banking expenses, legal counsel fees and travelling expenses
incurred during the course of the negotiation and execution of investment
opportunities. Accounts will generally bear the costs of any trade errors, as well
any taxes or other governmental fees or charges levied against the relevant
Account.
Generally, expenses will be borne by the Account(s) that received the benefit of
such expense. Where Accounts (and any other co-investors) co-invest into an
investment, all expenses relating to such investment shall typically be borne by
the Accounts (and any other such co-investors) pro-rata their economic interest
in such investment. In the event that an investment transaction fails to complete
or is aborted, its investment-related expenses shall also typically be allocated on
the same basis as if the investment had completed. Accounts that invest in other
Accounts managed by ASM will be responsible for their pro rata shares of the
ongoing expenses of the invested Accounts (although fees payable to ASM shall
not be double-charged at the level of the invested Account).
ASM’s allocation decisions may sometimes depend on inherently subjective
determinations. ASM recognises the potential conflicts of interest inherent in
determining the allocation of expenses (e.g. an incentive to favour Accounts that
pay higher performance-based fees or to allocate to Accounts instead of ASM).
As such, ASM will allocate expenses between ASM and its Accounts on a basis
that it reasonably considers is fair in accordance with its internal expenses
allocation policy, subject always to compliance with the terms detailing the
operation of the Account.
D. Advance fees payable by the clients
Fees charged to most clients are payable in arrears on the amount of clients’
assets under management as described in Item 5 (A) above. For certain accounts
where fees are payable in advance, the fee shall be pro-rated in the event that
there is any termination unless expressly agreed otherwise.
E. Other compensation
Neither ASM nor its employees receive any kind of compensation for the sale
of securities or other investment products.