Item 5 – Fees and Compensation
Management Fees and Carried Interest:
As described in each Ascribe Fund’s confidential offering materials, Ascribe or an affiliate receives a
management fee and, as described more thoroughly in Item 6, certain general partner entities affiliated
with Ascribe receive a performance-based carried interest. Ascribe charges management fees which are
paid semi-annually, partially in arrears and partially in advance. The management fees equal 1.5% of
Such amount has been calculated using the same methodology for computing “regulatory assets under management”
required for Item 5.F in Part 1A of this Form ADV, and includes the current market value of the Ascribe Funds’ assets and
the amount of any uncalled commitments.
the invested capital for the life of the Ascribe Fund; however, for Ascribe Opportunities Fund II, L.P.
and Ascribe Opportunities Fund II(B), L.P., Ascribe’s management fees equal up to 1.5% of invested
capital for aggregate capital commitments during a commitment period subject to certain limitations
and adjustments as set forth in the limited partnership agreement for the applicable Ascribe Fund, and
1.5% of invested capital after the commitment period for the remaining life of the Ascribe Fund. The
governing documents for the Ascribe Funds do not provide for any refunds for management fees paid
in advance. Ascribe deducts management fees from the account of each Ascribe Fund.
The management fee and carried interest may be waived or reduced at the discretion of Ascribe or its
affiliates. As described in each of the Ascribe Fund’s governing documents, the general partner of each
Ascribe Fund, which is an affiliate of Ascribe, may admit certain investors who receive terms that are
more favorable than those offered to other investors, including, among other things, reduced or
eliminated carried interest and management fees. Please see Item 7 for more information regarding the
vehicles through which these investors subscribe to the Ascribe Funds.
Additional Fees and Expenses:
In addition to management fees, carried interest payments and other fees described above, investors
will bear indirectly the fees and expenses charged to each Ascribe Fund. Those fees and expenses will
vary, but typically will include organizational costs, fees paid to financial advisors of an Ascribe Fund,
legal, auditing, consulting and accounting expenses (including expenses associated with the preparation
of partnership financial statements, tax returns and K-1s), expenses for preparing and making regulatory
filings (including Form PF), expenses and costs of maintaining an Ascribe Fund’s books and preparing
any reports (including any expenses or costs associated with any software or online data portal used in
connection therewith), expenses of the investment committee and the Ascribe Fund’s limited partner
advisory board and annual investor meetings (at which some non-investors may be in attendance and
whose expenses incurred in connection with attendance at such meetings are paid by the Company),
and meetings of one or more investors, expenses and costs, including interest on and fees and expenses
arising out of borrowings, guarantees or other credit arrangements made by an Ascribe Fund, insurance
and other expenses associated with the identifying, evaluating, acquisition, holding and disposition of
its investments (including underwriting commissions and discounts, research expenses, travel expenses,
investment banking and other professional fees), maintenance and/or management of the Ascribe
Fund, all third-party expenses in connection with transactions (whether consummated or not, including
broken deal expenses) and extraordinary expenses (such as indemnification expenses and advances and
litigation expenses). Expenses, commissions and fees of placement agents or finders will be borne by
Ascribe or its related entities from its own resources, as further described in the governing documents
of the respective Ascribe Fund. More detailed information about the fees and expenses borne by the
Ascribe Funds are included in each Ascribe Fund’s confidential offering materials.
In some cases, expenses might be attributable to more than one Ascribe Fund, or to Ascribe or an
affiliate and one or more Ascribe Funds. In such cases, Ascribe and its affiliates will apply an expense
allocation methodology that is believed to be fair to affected Ascribe Funds and consistent with the
Ascribe Funds’ respective confidential offering materials and limited partnership agreements. Ascribe
and its affiliates may experience a conflict of interest when determining and applying an allocation
methodology.
Ascribe or its affiliates may also earn monitoring fees and other compensation from issuers in which
the Ascribe Funds invest, transaction counterparties and others. Ascribe or its affiliates may also earn
fees in connection with unconsummated transactions. Ascribe or its employees may receive
compensation and expense reimbursement for serving on an issuer’s board of directors. See Item 14
for more information regarding conflicts relating to such director fees and reimbursement.
Ascribe may utilize the American Securities’ Resources Group to diligence Portfolio Companies pre-
closing, and assist post-closing. The Resources Group is comprised of employees of American
Securities, some of which receive carried interest, that have expertise in areas such as operations,
information technology, strategy and growth, human capital, sourcing, purchasing, data science, and
pricing, including a Shanghai office with distinctive capabilities in Asia-Pacific growth, competitive
strategy and operations. Ascribe Funds, either directly or through Portfolio Companies, may reimburse
American Securities for cash compensation and other expenses attributable to the Resources Group’s
work regarding current or prospective portfolio investments.
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