Item 5 Fees and Compensation
Fees
BAM provides investment advisory services to each of the Funds pursuant to an investment
management agreement signed by each of the Funds (the “Investment ManagementAgreement”).
The Investment Management Agreement, along with the applicable Fund’s Governing
Documents, set forth in detail the fee structure relevant to each Fund. The terms of the
Investment Management Agreement were established at or around the time of the formation of
the applicable Fund, subject to amendment in accordance with the terms of the Investment
Management Agreement and Governing Documents.
In general, each Fund will pay the Manager a management fee (“Management Fee”) at the
beginning of each quarter as follows: (i) from the date of the Fund’s initial investment until the
sixth anniversary thereof, 1.50% per annum, and (ii) thereafter, 0.25% per annum, in each case,
of the aggregate commitments of limited partners in the Fund (the “Limited Partners”) not
including affiliates of the Manager (the subset of Limited Partners that excludes affiliates of the
Manager are the “Investor Limited Partners”). The Management Fee will be calculated at the
beginning of each quarter and adjusted, if applicable, by transaction fees, placement fees, and
other management fee reductions (collectively, “Management Fee Offsets”) as described further
below and in the applicable Governing Documents.
Additional installments of Management Fees shall be payable by subsequent closing partners
who are Investor Limited Partners on each subsequent closing date in an amount equal to the
amount of Management Fees such Investor Limited Partner would have paid had such Investor
Limited Partner been admitted or increased its capital commitment on the date of the Fund’s
initial investment, plus make-up payments attributable thereto. Such make-up Management Fees
shall be payable to the Manager.
The Management Fee otherwise payable to the Manager with respect to a Fund will be reduced
(but not below zero) by 100% of such Fund’s proportionate share of 100% of Management Fee
Offsets that are attributable to such Fund’s Management Fee-bearing Investor Limited Partners,
subject to certain customary exclusions noted in the Governing Documents. If the Management
Fee Offsets to be applied to reduce the Management Fee paid by a Fund in any calendar quarter
exceeds the Management Fee payable for such calendar quarter, such excess shall reduce the
Management Fee payable in the following calendar quarter and each succeeding calendar quarter
thereafter, but not below zero, until the entire amount of the excess has been credited.
The Funds (and/or a portfolio asset of the Funds) may retain an affiliate of the Manager to
provide other necessary services relating to an investment, including any software and cloud
computing, consulting and brokerage, capital markets/credit origination, loan servicing, acting as
trustee, acting as paying agent and other similar services. To the extent the Manager or its
affiliates receive fees for providing any such services (“Service Fees”) believed by the General
Partner to be within a reasonable range of market rates in respect of an Investment, any such
Service Fees will not be credited against Management Fees in the manner contemplated above
(and instead will be retained by the Manager or its affiliates).
The General Partner, the Manager and related persons will not bear Management Fees or
placement fees. The General Partner or the Manager may agree with any Investor Limited
Partner to reduce, waive or calculate differently the Management Fee with respect to such
Investor Limited Partner.
The General Partner is also entitled to receive carried interest, as described below in Item 6,
Performance Based Fees and Side-by-Side Management.
Expenses
As more fully described in the Governing Documents, each Fund will bear all out-of pocket fees,
costs and expenses associated with forming and organizing the applicable Fund entities
(including, without limitation, the General Partner, and, only for certain Funds, the Manager,
including the associated advisory arrangements with the Manager and the registration of the
Manager as an investment adviser with the SEC) and capital raising, including, without
limitation, legal, accounting, tax compliance, filing, structuring, negotiation, funding, startup,
closing and other offering fees, costs and expenses, fees and expenses of counsel to, accounts for
and agents of the Fund, the General Partner and the Manager, printing, corporate filing or
registration fees, marketing, travel and travel-related expenses (including the use of first class,
business or premium class travel, and, in certain circumstances, private air travel at the
equivalent first class commercial rate, other air travel, car or ride sharing services, other modes
of transportation, meals, business entertainment, lodging and other similar expenses relating to
the foregoing), compliance with applicable laws or regulations (including the initial registrations
and compliance contemplated by the European Union Alternative Investment Fund Managers
Directive (“AIFMD”) and similar laws and regulations) and the offering of limited partner
interests in and/or commitments to the Fund, the preparation of the governing documents of the
Fund entities (including, without limitation, the General Partner, and, only for certain Funds, the
Manager) and fees and expenses associated with organizing and offering interests in any bank
platform, wealth management and any other feeder vehicles and feeder funds, to the extent not
borne by such feeder vehicles or the investors therein (such expenses, the “Organizational
Expenses”).
As more fully described in the Governing Documents, to the extent not paid or reimbursed by the
applicable investment or another person or entity, each Fund will be responsible for the payment
...