Item 5. Fees and Compensation
For our services to the Funds, we will charge a Management Fee as described below. In
addition, we will either charge a performance-based fee or the General Partner will
receive an annual “Performance Allocation” as described below. The fees charged to any
particular investor in a Fund are negotiable based on the investment size and terms
available.
With respect to the Berens Global Value Funds, Berens charges its fees as follows:
Invested Amount Management Fee Performance Fee Hurdle Rate
Less than $10 Million 1 year lock up- 1% 10% N/A
More than $10 Million 1 year lock up- 0.85% 8.5% N/A
Any amount 3 year lock up- 0.50% 7.0% N/A
MANAGEMENT FEES: With respect to each Fund an annual management fee is directly
debited from each Fund investor’s capital account by Berens quarterly, in advance, based
upon the value of the Fund capital account (market value or fair market value in the
absence of market value, adjusted for capital contributions during the period and minus
any withdrawals or debit balance) at the end of the previous quarter.
Legacy investors in any Berens Fund may opt into new terms and fee schedules, as
applicable, at their discretion.
PERFORMANCE FEES: Subject to a loss carryforward (as discussed below), a
Performance-Based Fee will be charged by Berens, or Performance Allocation made to
the General Partner, as applicable, on an annual basis (“Performance Fee”). The
Performance Fee will be equal to the agreed percentage of net profits (including net
unrealized gains) of each investor’s share or interest (as set forth in the schedules
above), in excess of the agreed hurdle rate, if any, during such fiscal year attributable to
each share or interest, as applicable. A hurdle rate is the minimum return required
before the Performance Fee is charged.
No Performance Fee charge will be incurred until any net loss previously allocated to an
investor has been offset by subsequent net profits. Any such loss carryforward will be
subject to reduction for withdrawals on a pro rata basis.
Investors must understand the proposed method of compensation and its risks prior to
investing in any of the Funds. Prospective investors in any one of the Funds should
refer to the appropriate Fund offering and organizational documents for more
information regarding the fees charged by Berens or the General Partner, as applicable.
Berens Africa Development Access Fund
With respect to the Berens Africa Development Access Fund, Berens charges a Carried
Interest Distribution equal to 10% of all dividends and other payments received from
ADPI above each Limited Partners capital contribution plus a 7% annual compound
return, including net proceeds realized from portfolio investments. In addition to the
Carried Interest Distributions, the Berens Africa Development Fund will pay Berens an
annual management fee equal (a) during the Investment Period, to 0.5% of aggregate
Capital Commitments, and (b) during the period thereafter, to 0.5% of the total capital
contributions that were used to fund investments by the Berens Africa Development Fund
in ADPI. The first Management Fee payment shall be payable in advance on the Initial
Closing Date and all subsequent Management Fees shall be payable in advance on the
first day of each calendar quarter (at the rate of 0.125% per quarter); provided that the
General Partner may, in its discretion, from time to time, waive the requirement to make
any such payments on a quarterly basis, and instead accrue such payments until a
subsequent date, such as the date of a Capital Call, as may be designated by the General
Partner. Management Fees may be paid out of monies reserved or otherwise available for
distribution or out of Capital Calls.
As authorized through its governing documents, the General Partner has extended the
termination date for the Berens Africa Development Access Fund through February 2020.
In addition to the Carried Interest Distributions, and through the extended life of the
Fund, the Berens Africa Development Partners will also be subject to pay DPI or its
affiliates a reduced annual management fee as follows:
• Through December 2017: 1.85%
• Through December 2018: 1.25%
• Through February 2020: 0%
GENERAL INFORMATION:
Personal Investments in Funds: Certain executive officers and/or other employees of
Berens have invested or may invest a portion of their personal net worth in one or more
of the Funds. Certain executive officers of Berens also have direct investments in one or
more of the underlying funds invested in by the Funds. Investments in one or more of
the underlying funds which the Funds have invested or may invest in, can create certain
conflicts of interest. To address these conflicts, any officer or employee seeking to
directly invest in a private fund or other private offering must obtain preapproval for the
proposed transaction as required under the provisions of Berens’ Code of Ethics. (Refer
to Item 11 of this Brochure for additional information).
In addition, officers and/or employees of certain underlying funds in which the Berens
Funds have invested may, from time to time, invest a portion of their personal net worth
in the Funds. Such investments, in theory, can create potential conflicts of interest as
Berens may have incentive to encourage further investment in the Berens Funds by these
individuals by investing more Berens Funds’ assets in the underlying funds managed by
these individuals’ firms. To ensure the firm’s fiduciary duty, Berens has adopted
policies and procedures requiring review of all investment decisions by the Investment
Team in accordance with pre-established parameters for investment and portfolio
construction. These include guidelines for the number of managers in a portfolio,
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