Battery Global Advisors LLC

Item 5 - Fees and Compensation
Description
   Family Office Clients. Each Family Office Client enters a Wealth
   Management and Investment Advisory Services Agreement with BGA (an
   “Agreement”) that describes the terms upon which the annual management

fee (“Client Fee”) is calculated on a quarterly basis. The terms, which are
negotiated based on each Family Office Client’s investable assets and
desired service level, are based on the following scale:
              •     1.00% on the first $5,000,000;
              •     0.75% on the next $5,000,000 (from $5,000,001 to
                    $10,000,000);
                • 0.50% on the next $40,000,000 (from $10,000,001 to
                    $50,000,000); and
                • 0.25% on the investable assets above $50,000,000.
Many Family Office Clients have transitioned to a new billing approach where
fixed Client Fees are negotiated annually based on a subjective assessment
of the client’s complexity—often as proxied by their estimated net worth—
based on the following scale: 0.2% on the first $100mm of net worth, and
0.1% on net worth above $100mm. We expect substantially all clients will
transition to this fee billing approach over time.
Family Office Clients receive a credit against their Client Fee in an amount
equal to the minimum of their Client Fee and the management and other fees
paid by the client in the prior quarter to Private Funds (excluding those Private
Funds that invest in real estate that were started after April 5, 2019), reducing
BGA’s incentive to recommend the Private Funds over other potentially more
suitable investments. With respect to real estate Private Fund investments for
which Family Office Clients do not receive a credit against their Client Fee,
we believe this approach: a) is in our clients’ best interests in terms of
transparency and overall fees paid relative to alternatives; (b) is fair relative to
the increased work required by such investments; (c) fairly allocates the cost
to those Family Office Clients who choose to invest in our real estate Private
Funds; (d) eliminates BGA’s incentive to seek out and accept capital from
non- Family Office Clients, leaving more capacity for Family Office Clients on
capacity-constrained investments.
Certain Private Funds managed by BGA, and in which BGA solicits
investments from its Family Office Clients, include incentive allocations that
are not credited against the Family Office Client’s Client Fees. We believe this
approach: (a) is fair relative to the increased work required to source and
diligence such investments; (b) fairly allocates the cost to those Family Office
Clients who choose to invest; (c) eliminates BGA’s incentive to seek out and
accept capital from non- Family Office Clients, leaving more capacity for
Family Office Clients on capacity-constrained investments.
Private Funds. BGA’s Private Funds may charge a management or
administration fee, and/or charge an acquisition fee. In certain Private Funds,
BGA may be entitled to an incentive allocation. Compensation is determined
separately for each series of each fund. A management or administration fee
is a fee charged periodically throughout the life of a fund or series and is
typically calculated as a fixed percentage of assets under management or
committed capital. An acquisition fee is a fixed dollar amount or fixed

    percentage of committed capital. Fees are payable in advance at the
    beginning of the accounting period for each fund. An incentive allocation is
    typically a percentage of net income allocable to each investor. Depending on
    the fund structure, an incentive allocation may crystalize periodically (e.g.
    annually), subject to a high water mark, or may be crystalized only at the end
    of the fund’s life (though the Private Funds may make interim distributions of
    incentive allocation to BGA subject to the provisions of the applicable Private
    Fund).
    Full details of the calculation of management and other fees and incentive
    allocations charged by the Private Funds are available in the Private Funds’
    confidential private placement memoranda or other applicable legal
    documents.

Fee Billing
    Client Fees are billed quarterly in advance, meaning that BGA invoices
    Family Office Clients at the beginning of the three-month period covered by
    the invoice. Payment in full is expected upon invoice presentation. Client
    Fees are typically paid by the Family Office Client upon receipt of an invoice.
    Family Office Clients may choose to initiate payment themselves or authorize
    BGA to deduct the fee from their account. BGA may automatically deduct
    Client Fees once a Family Office Client has had sufficient time to review the
    invoice, although BGA does not typically do so.
    Family Office Clients shall be refunded fees paid in advance if the Family
    Office Client’s Agreement is terminated prior to the end of the quarter.
    Refunds will be calculated on a pro rata basis based on time elapsed during
    the quarter up until termination.

Other Fees
    Custodians may charge transaction fees on purchases or sales of certain
    mutual funds and exchange-traded funds. These transaction charges are
    usually small and incidental to the purchase or sale of a security. The
    selection of the security is more important than the nominal fee that the
    custodian charges to buy or sell the security. Please refer to Item 12 of this
    brochure for more information about BGA’s brokerage practices.
    Mutual funds, ETFs and investments in private funds recommended by BGA
    generally charge management fees and/or performance fees. These fees are
    disclosed in the relevant document (prospectus, private placement
    memorandum, etc.) for the investment.
    Each Private Fund managed by BGA pays its direct operating expenses,
    which may include (among other things): brokerage commissions, borrowing
...

Item 7 - Types of Clients
Description
   Battery Global Advisors provides personalized financial planning and
   discretionary and nondiscretionary investment management to high net worth
   individuals.

    Battery Global Advisors also provides investment advisory services and
    portfolio management on a discretionary basis to private pooled investment
    funds.

Account Minimums
   Certain of the Private Funds have minimum initial and subsequent investment
   amounts. Such amounts are not consistent across all of the Private Funds
   and may be waived in BGA’s discretion. Such minimums are described in
   detail in each Private Fund’s private placement memorandum or other
   applicable document.