ITEM 5 – FEES AND COMPENSATION
Advisory Contracts and Fees
5.A. Adviser Compensation
BOAM’s fees are described generally below and detailed in each Fund’s offering documents.
Please refer to Fund offering documents for further information regarding the fees and expenses
payable by each of the Funds.
Fee Schedule
From and after the BFR Fund’s initial closing, the Fund will pay a Management Fee to BOAM or
its affiliated General Partner (the “General Partner”) monthly in advance (or quarterly, in the sole
discretion of the BFR Fund’s General Partner). The Management Fee due to BOAM from the BFR
Fund during the first two years from initial closing will be equal to 1% (annualized) of the average
of two appraisals conducted by two unrelated, third-party real estate appraisers (the “Appraised
Asset Value”) minus the aggregate amount of all advances debts, obligations and liabilities of the
Fund (the “Partnership Asset Debt”). For any period after two years from initial closing, the
Management Fee due to BOAM from the BFR Fund will be equal to 1% (annualized) of the
Appraised Asset Value minus Partnership Asset Debt plus any capital that has yet to be deployed
by the Fund (i.e., the aggregate capital contributions made by Investors, which have not been
invested). If no appraisal has been completed on a particular portfolio investment (including the
Fund’s operating company which will not be appraised), such portfolio investment or other Fund
investment shall be valued, for the purpose of determining the Appraised Asset Value, at cost.
BORE Hirsch will pay a Management Fee to BOAM monthly in arrears (or quarterly, in the sole
discretion of BOAM). The Management Fee due to BOAM from BORE Hirsch will be equal to
1% (annualized) of (a) the original purchase price of the asset in the first year of acquisition less
the original principal amount of any debt obtained and secured by the asset during the first year of
acquisition, plus (b) the value of cash and cash equivalents held by the Fund. Thereafter, and until
the disposition of the asset, the Fund will pay BOAM an amount equal to 1% (annualized) of the
appraised value of the asset, minus any debt secured against the asset.
BORE Fourth Street will pay a Management Fee to BOAM monthly in arrears (or quarterly, in the
sole discretion of BOAM). The Management Fee due to BOAM from BORE Fourth Street will be
equal to 1% (annualized) of (a) the original purchase price of the asset in the first year of
acquisition less the original principal amount of any debt obtained and secured by the asset during
the first year of acquisition, plus (b) the value of cash and cash equivalents held by the Fund.
Thereafter, and until the disposition of the asset, the Fund will pay BOAM an amount equal to 1%
(annualized) of the appraised value of the asset, minus any debt secured against the asset.
BOAM receives a Management Fee from the 24th Street Funds, payable monthly in arrears of 1%
per annum based on (i) the principal amount of all loans made in the year of investment, and (ii)
the original acquisition cost of all real property acquired in the year of investment, including the
value of cash and cash equivalents, and thereafter based upon the annual appraisal value of the real
property and all other cash and cash equivalent assets.
Other Advisory Fee Arrangements
BOAM reserves the right, in its sole discretion, to negotiate and to charge different fees to each
Investor. The difference in fees may be attributed to the Fund’s needs as well as overall financial
condition, goals, risk tolerance, and other factors unique to the Fund’s particular circumstances.
BOAM and its related persons will not pay a Management Fee on their contributions to the Funds.
5.B. Direct Billing of Advisory Fees
The Management Fees and performance allocations will be deducted directly from each Fund
account, consistent with the invoices and instructions prepared by BOAM and as described in each
Fund’s offering documents.
5.C. Other Non-Advisory Fees
BOAM's Management Fees will be exclusive of transaction fees (which includes costs to acquire,
sell, manage, improve and maintain real estate loans and real property investments) and other
related costs and expenses associated with the organization and operation of each Fund. Each Fund
will bear, directly or through reimbursement of the General Partner or its affiliates, all of the costs
and expenses related to the organization and setting up of the Fund and any related vehicles, the
General Partner and BOAM, including but without limitation, printing, legal (including but not
limited to costs associated with drafting organizational and offering documents), accounting,
filing, capital raising (including reasonable travel, meal and lodging expenses) and other
organizational expenses. The Funds are also expected to incur placement agent fees, however, the
placement agent fees will be paid by BOAM, or, to the extent any placement fees are expensed to
the Fund, the Management Fee will be offset by the amount of those fees.
The Funds will also bear costs and expenses related to the operation of each Fund, including but
not limited to (i) all costs and expenses incurred in connection with the identification, evaluation,
acquisition, financing, operation, monitoring, valuing, and disposal of investments (including
reasonable travel, meal and lodging expenses associated with these activities); (ii) all costs and
expenses incurred in connection with the identification, evaluation, acquisition, and financing of
prospective investments, regardless of whether such transaction is successful (including any break-
up or termination fees associated with the transaction) (iii) costs and expenses imposed by certain
third-party service providers to the Funds, including but not limited to administrators, lawyers,
insurance providers, research providers, auditors, advisers, consultants, custodians, and
...