Item 5: Fees and Compensation
Àshe’s compensation for the investment advisory services it provides to the Partnership is
comprised of an asset-based management fee and an incentive allocation that is based on the
performance achieved for the account of each investor. The fees and expenses applicable to the
Partnership are set forth in detail in the Partnership's confidential private placement memorandum.
A brief summary of fees and expenses is provided below.
Management Fee
Each Investor will effectively be charged an annual asset based charge and payment (the
“Management Fee”) equal to no more than 1.5% per annum of the net asset value of an investor’s
investment in the Partnership. The Management Fee will be paid quarterly in advance and will be
deducted from the relevant accounts. Capital contributions made as of times other than the first day
of a calendar quarter will be assessed a pro rata Management Fee at the time such contribution is
made. In the case of a withdrawal by an Investor other than as of the last day of a calendar quarter,
a pro rata refund will be repaid by Àshe to the Partnership and credited to the withdrawing Investor.
Incentive Allocation
Investors will also bear an annual performance-based amount (the “Incentive Allocation”) which is
calculated and charged separately with respect to each investor’s capital account, equal to no more
than 15% of the performance (for that year) attributable to each investor’s capital account, subject
to a standard high-water mark. The Incentive Allocation will also be charged on the day on which
an investor makes a partial or total withdrawal from the Partnership, or an investor receives a
distribution, and on the day on which the Partnership finally liquidates.
The Management Fee and Incentive Allocation may be reduced, waived or calculated differently
with respect to any person, including through separate written agreements with investors.
Other Expenses
The Partnership will bear all of its administrative and operating expenses (including, without
limitation, the Management Fee, legal, bookkeeping, accounting, auditing, compliance, operations
systems, investment banking, research (including Bloomberg fees and expenses), technology and
professional expenses, professional liability insurance, bank service fees, expenses incurred in
preparing, printing and delivering all reports, Partnership documents and tax information for
investors and regulatory authorities, and all filing costs and fees) and all of its investment fees and
expenses, including, without limitation, fees and expenses of any external consultants and
administrators, SEC, Hart-Scott-Rodino Act and other reporting and filing expenses and costs
incurred by the General Partner generally or in connection with specific shareholder initiatives (such
as the costs of calling shareholder meetings, proxy solicitation fees and costs, and professional
consulting fees), Form PF expenses, custodial costs, prime brokerage costs, valuation costs
(including expenses incurred in connection with services performed by the valuation agent), due
diligence (including related travel expenses), purchase or sale of investments whether or not the
investment is consummated, any taxes, fees or other governmental charges levied against the
Partnership, any information technology expenses incurred in connection with the Partnership’s
Form ADV Part 2 Brochure | Àshe Capital Management, LP
activities, brokerage costs and interest on any indebtedness, expenses related to the advisory
committee, costs of certain communications with prospective investors and limited partners, costs
of holding meetings of investors as will be determined by Àshe or the General Partner and costs of
any other service providers. The Partnership will also bear any extraordinary expenses it may incur,
including any litigation expenses. The Partnership will bear a pro rata share of the (i) organizational
and other expenses relating to the formation of the Partnership and any investment vehicle formed
on behalf of the Partnership and (ii) expenses related to the offering of interests. The General Partner
and Àshe are authorized to incur and pay in the name and on the behalf of the Partnership all
expenses that they deem necessary or advisable. Organizational expenses may, for net asset value
purposes, be amortized over a period of up to sixty (60) months from the date the Partnership
commences operations.
For more information regarding Àshe’s brokerage practices and brokerage expenses discussed
herein, please see Item 12.
The Partnership may enter into separate agreements, commonly referred to as “side letters”, or other
similar agreements with a particular investor in connection with its admission to the Partnership
without the approval of any other investors, which would have the effect of establishing rights under
or supplementing the terms of the Partnership’s subscription agreement with respect to such investor
in a manner more favorable to such investor than those applicable to other investors. Such rights or
terms in any such side letter or other similar agreement may include, without limitation: (i) the
General Partner’s agreement to exercise its discretionary authority under the partnership agreement
and herein in certain respects for the benefit of such investor, including, to alter the Incentive
Allocation, Management Fee or applicable lock-up period, (ii) the General Partner’s agreement to
extend certain information rights or additional reporting to such investor, (iii) restrictions on, or
special rights of such investor with respect to activities of the General Partner or (iv) withdrawal
rights due to regulatory, legal or policy matters.