Item 5 Fees and Compensation
Item 5.A.
As mentioned in Item 4.B., the Investment Funds are available only to persons who are “qualified
purchasers” under the IC Act. In general, the fees for the Investment Funds are not negotiable.
The Investment Funds, other than the Atlas Access Funds (as defined in this Item 5.A), typically pay an
annual asset-based management fee (“Management Fee”), calculated and payable monthly in advance (for
additional detail see Item 5.D.), depending on the specific Investment Fund and the terms associated with
a specific share class or investment option. The Investment Funds, other than the Atlas Access Funds, are
also responsible for an incentive allocation based on a percentage of the performance of the portfolio
(“Incentive Allocation”), calculated on the basis of both realized and unrealized gains and losses.
Depending on the specific Investment Fund and the terms associated with a specific share class or
investment option, the Incentive Allocation will generally be calculated on net profits based on either a
fixed rate of 20% or on a tiered rate of 10% to 30% of the annualized net rate of return of the specific
investor, subject to a loss carryforward. Additionally, Investment Funds also pass-through expenses
associated with the costs of the various Investment Teams, as defined and described more fully below (in
this Item 5.A.). The pass-through expenses, including Investment Team-Related Expenses allocated to the
Investment Funds, are material.
The Atlas Access Funds do not pay a Management Fee. The Atlas Access Funds distribute carried interest
to the general partner after investors in the Atlas Access Funds receive 100% of their capital contributions.
Generally, the carried interest distributed by the Atlas Access Funds is 10%.
The specific fees charged by each individual Investment Fund can be found in the confidential offering
memorandum and/or the advisory contract associated with that specific Investment Fund. BAM does not
negotiate fees; however, BAM may offer separate share class offerings of the Investment Funds where
investors may receive a reduction of management fees or incentive fees otherwise payable with respect to
certain other Investment Fund share classes. The difference in fees is generally due to investors meeting
different minimum investment amounts in a specific Investment Fund share class.
Performance-based allocations are only charged consistent with SEC rules and regulations, including Rule
205-3 under the Advisers Act. The Board of Directors of the Investment Funds or BAM (depending on the
specific Investment Fund), in their sole discretion, may waive all or a portion of fees or offer different
liquidity terms with respect to investments made by employees and certain other investors in the Investment
Funds. In that connection, BAM employees that are permitted to invest in the Investment Funds are
typically either charged a reduced Incentive Allocation or are not charged an Incentive Allocation at all
(depending on the specific Investment Fund). Certain BAM employees, including partners of BAM, do not
pay a Management Fee or an Incentive Allocation. Generally, Incentive Allocations are calculated and
accrued monthly but are generally allocated annually at year-end or upon withdrawal/redemption. All
performance-based allocations are calculated cumulatively; subject to a high-water mark (on a partner-by-
partner basis or by share class) to prevent such allocation from being generated on recouped gains. (See
Item 5.B. for additional detail regarding withdrawal/redemptions).
Additionally, Investment Funds pay Investment Team-Related Expenses, which includes, without
limitation:
Compensation of the Investment Team (as defined below) (including, but not limited to, signing
bonuses, which may be in the form of buyouts of prior deferred compensation or other incentive
plans attributable to previous employers, as well as performance-based compensation, retention
bonuses, draws, and benefits);
compensation of all (i) members of the Investment Manager’s Management Committee and (ii)
Chief Operating Officers of the Investment Adviser's investment strategies in which the Investment
Funds participate;
recruiting-related expenses (including, but not limited to, fees and expenses of third-party
recruiters; internal referral payments; recruitment-related travel and lodging, meals, and
entertainment; relocation expenses, legal fees, acquisition costs and other expenses related to the
recruitment of Investment Team members);
legal fees and expenses related to Investment Team members;
meals;
relocation expenses;
market data, hardware and software expenses or similar expenses, including servers and other
infrastructure (including cloud-based infrastructure) to the extent deployed in respect of the
Investment Team;
expenses related to communications systems and hardware, technology, services, and equipment
(including dedicated or specialized links to trading venues, brokers, research and data providers,
cloud-based computing, storage and services, and linkage to and connectivity with more general
internet and telecommunications service providers);
telephone/mobile services expenses;
services related to the Investment Adviser’s research and investment functions, including corporate
access charges; and
travel and lodging related to the Investment Team function and other expenses incurred by or
attributable to the Investment Team.
For reference, the Management Committee consists of some of the Investment Adviser’s most senior
leadership. The size of the Management Committee can and will vary over time; it currently consists of the
senior heads of business of the Investment Adviser and works directly with the Investment Adviser’s
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