ITEM 5 – FEES AND COMPENSATION
Adviser’s Management Fees and Calculation Methods by type of Advisory Services
The Adviser management fees and calculation methods may vary by the different types of advisory
services; further explained below:
Separately Managed Accounts
The specific manner in which fees are charged by the Adviser for Accounts is established in a
client’s written agreement with the Adviser. Generally and pursuant to contract, fees for the
management of the Funds will be based upon a percentage of the total market value of the gross
assets in the account.
The management fees applicable to Accounts are negotiable but will generally be between 0.05%
and 2% per annum. The Adviser’s actual fees, minimum fees, and minimum account sizes may
also be negotiated and may vary from the fees described above. A client may pay more or less fees
than similar clients depending on the particular circumstances of the client, size, additional or
differing levels of servicing or as otherwise agreed with specific clients.
The advisory fees may be calculated and paid differently pursuant to each Account contract.
Typically, the advisory fees are calculated and paid in one of the following formats:
a) Generally, the fees are calculated on a monthly basis using the market value of all gross
assets as of the end of the last trading day of each calendar month, and fees payable
quarterly basis in arrears.
b) In some cases, fees may be calculated on quarterly basis using the average of market value
of all gross assets in the Account on the last trading day of each calendar month, and fees
are payable quarterly in arrears.
c) In some cases, fees may be calculated using the market value of all gross assets in the
Account on the last trading day of each quarter, and fees are payable in a quarterly basis in
advanced.
Generally, clients are billed through their respective bank/custodian for management fees. In some
circumstances, the bank/custodian will calculate and directly deduct the advisory fees directly from
the clients’ account.
The Advisory fees shall be pro-rated for each capital contribution and withdrawal made during the
applicable calendar quarter. Accounts initiated or terminated during a calendar quarter will be
charged a prorated fee.
The banks/custodians may charge additional fees and charges to the clients in addition to and
separated from the Adviser management fees; see further details on section below called “Other
Fees and Expenses”.
BAPS
The specific manner in which fees are charged by the Adviser for incorporated cells is established
in the offering documents applicable to each incorporated cells. The advisory fees applicable to
each cell vary, but generally range between 0.4% and 1.5%.
This advisory fee is generally accrued daily and payable by the incorporated cell in advance, on a
monthly, quarterly or upfront basis.
The Adviser also receives other compensation related to the incorporated cells, as approved by their
board of directors, for other services performed, directly or indirectly, by the Adviser or its
affiliates.
Further details regarding the incorporated cells, including the associated advisory fees, sponsor
fees, expenses and investment strategies, are described in each cell’s offering document.
The advisory fee paid by each of the private incorporated cell companies is calculated based on a
fixed percentage of the principal amount of the investment and payable by the obligor either in
advance, monthly or quarterly, in arrears, to the Adviser.
The Adviser invoices the private incorporated cell companies directly for management fees, and
the administrator of the cell companies review and process the payment to the Adviser.
Private Equity Funds
In consideration for services provided to the BA Private Equity Funds, the Adviser will receive
Management fees as established under the Investment Adviser Agreements with each Fund.
Currently, the Private Equity Funds management fee is based on an annual percentage of the Capital
Under Management of each Limited Partner; the annual percentages ranges from 0.50% to 2.00%.
The Management Fee is payable in advance and calculated as of the first day of each calendar
quarter. A pro rata Management Fee will be charged to the Fund’s Limited Partners on any amounts
permitted to be invested during any fiscal quarter.
The Fund Administrator is responsible for calculating the management fee payable to the Fund
Adviser each quarter. Once the Fund Administrator provides the information to the Adviser, the
Adviser instructs the Fund’s Custodian to debit the Fund’s custody account for the amount of the
management fee provided by the Fund Administrator and to remit the payment to the Adviser. All
management fee payments are revised and reconciled by the Fund Administrator.
FlexETP Program Notes
The manner in which fees are charged by the Adviser for the FlexETP Note is established in the
offering documents applicable to each note. The advisory fees applicable to each note may vary
depending on each note structure and/or agreement.
The advisory fee paid by each of the notes is calculated may be based on a fixed amount or a
percentage of the principal amount of the note. The fees are payable by each note obligor. The fees
may be payable in advance or in arrears basis, quarterly or annually basis, and/or in on an upfront
basis; based on the respective agreements negotiated for each note. Generally, the fees may range
around 0.07% to 1.5% of the principal amount of the note.
Management fees are invoiced and collected by the distributor of the program and directly remitted
to the BiscayneAmericas Advisers.
Other Fees and Expenses
In addition to investment management fees, investors in the Funds directly and indirectly bear any
other costs charged to the Funds, which typically include, though are not limited to, accounting,
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