Item 5 – Fees and Compensation
A. Compensation for Advisory Services
For the Fund, Brasada charges an annual 1.5% management fee based on the capital account balance of each limited
partner of the Fund. The management fees are calculated on a monthly basis and paid quarterly in advance. The
Fund’s independent administrator calculates the management fees, which in turn are verified by Brasada.
The Fund’s General Partner (the “General Partner”), Brasada Capital Partners, LP (an affiliate of Brasada), is entitled
to an annual performance-based profit allocation of 20% of the Fund's annual net profits attributable to each limited
partner, but only to the extent that such profits exceed any losses carried forward from prior years, based on a “high
water mark” formula. Net profit includes unrealized appreciation or depreciation of marketable positions but
generally includes only realized amounts in the case of the Fund's non-marketable investments. The performance
allocation is calculated according to the guidelines stipulated in the Fund’s partnership agreement and private
placement memorandum. All such performance fee arrangements comply with Rule 205-3 under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”). Both the management fee and performance allocation are
negotiable.
For the Sub-Advised Accounts and the Separate Accounts, the annual management fee ranges from 1%-1.5%,
depending on investment objectives and the needs of the Client. Management fees are based on account values
and are generally calculated and paid quarterly in arrears. All fees are negotiated with each client prior to entering
into an investment management agreement and are subject to the terms and conditions stated therein.
B. Payment of Fees
For the Fund, management fees are calculated and paid quarterly in advance. Performance allocations are calculated
and paid annually. Both the management fees and the performance allocations are deducted from the Fund’s assets.
For the Sub-Advised Accounts, management fees are paid directly to Brasada by the unaffiliated advisor.
For the Separate Accounts, management fees are generally deducted directly from each Separate Account Client’s
custodial account(s) each quarter. Brasada has the discretion to negotiate payment terms for the Separate
Accounts.
C. Other Fees and Expenses
In addition to the fees described in Item 5.A. above, the Fund bore the expenses of the organization of the Fund, and
it bears the expenses related to the offering of interests, including legal and accounting fees and “blue sky” filing
fees and expenses.
The Fund also bears the costs and expenses directly related to its investment program, including expenses related
to proxies, underwriting and private placements, brokerage commissions, interest on debit balances or borrowings,
custody fees, the fees and expenses of risk and portfolio management systems, and any withholding or transfer
taxes. The Fund also bears all out-of-pocket costs of the administration of the Fund, including accounting, audit and
legal expenses, and costs of any litigation or investigation involving the Fund’s activities. The Fund also bears the
costs associated with reporting and providing information to existing and prospective investors. However, Brasada
may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Fund. The Fund does not
have its own separate employees or office, and it does not reimburse Brasada for salaries, office rent and other
general overhead costs of Brasada. A portion of the commissions generated on the Fund’s brokerage transactions
could generate “soft dollar” credits that Brasada is authorized to use to pay for research and research-related
services and products. It is Brasada’s policy to limit such use of soft dollars to fall within the safe harbor of Section
Form ADV Part 2A February 2026 Brasada Capital Management, LP
Client Brochure Page 5 of 25
28(e) of the Securities Exchange Act of 1934 (Exchange Act), as amended or otherwise reasonably related to the
investment decision-making process. See Item 12 for more information on Brokerage practices.
Brasada’s Sub-Advised Accounts pay management fees to Brasada as described in Item 5.A. above as well as incur
some brokerage and other transactional costs. Additionally, these Sub-Advised Accounts could have other expenses
such as custodian fees that are processed by the custodian.
Brasada’s Separate Accounts pay management fees to Brasada as described in Item 5.A. above and also incur some
brokerage and other transactional costs.
D. How Fees are Paid or Refunded
As notated in Item 5.B. above, management fees for the Fund are paid quarterly in advance. Capital contributions
from investors accepted after the commencement of a quarter are subject to a pro-rated management fee reflecting
the time remaining during the quarter. These amounts are calculated by the independent administrator that
Brasada has engaged to perform certain financial, accounting, administrative and other services on behalf of the
Fund, including the preparation of interim financial statements, the calculation of Fund investment performance,
the calculation of any fees payable to the General Partner of the Fund, and the preparation of interim reports to
investors. In the situation where an investor withdraws capital during the quarter, the independent administrator
would calculate any fees owed to the investor who would then receive a refund.
Fees for the Sub-Advised Accounts are paid quarterly in arrears.
Fees for the Separate Accounts are generally paid quarterly in arrears.
E. Additional Compensation and Conflicts of Interest
Neither Brasada nor any of its supervised persons accept compensation for the sale of securities or other investment
products.
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