ITEM 5 – FEES AND COMPENSATION
Advisory Contracts and Fees
5.A. Adviser Compensation
BEP’s fees are described generally below and detailed in the operating agreements for the Private Funds and
other related agreements with investors in the Private Funds and other parties.
Management Fees. With respect to most of the Private Funds, BEP charges an annual management fee paid
quarterly, which is paid by certain investors in such Private Funds (the “Funding Members”). Most of the Private
Funds have traditional fixed management fees (0.30%-1.79% per annum) that are calculated based on (i)
remaining net invested capital (defined as capital contributions made to enable the applicable Private Fund to
acquire investments less the cost basis of realized and written-off investments) and (ii) the Private Funds’
unfunded capital commitments to portfolio investments as of the beginning of the applicable calendar year and
are paid on a quarterly basis (unless deferred by BEP). For BEP Core Fund VIII L.P.(“Core Fund VIII”), BEP
charges management fees at an annual rate of 1.75% of limited partners’ capital commitments until the earlier of
the end of Core Fund VIII’s investment period and the date on which a successor fund starts accruing or paying
management fees. Following such earlier date, Core Fund VIII’s annual management fees are 1.75% per annum
of remaining invested capital of the limited partners (defined as the limited partners’ share of acquisition costs for
investments less realizations and permanent write-offs). Core Fund VIII’s management fees are paid quarterly in
advance (unless deferred by BEP). The management fee for each Private Fund is reduced by such Private Fund’s
pro rata share of the Adviser’s other fee income (as described below) from portfolio companies of such Private
Fund.
Initial Investment Fee. In certain Private Funds, certain members, including non-Funding Members (as defined
below) 1, other than entities or individuals related to the Funding Members, may be charged a one-time fee (“Initial
Investment Fee”), calculated as up to 5% of the member’s capital commitment, to defray the operating costs of
the Private Funds (which would, for most of the Private Funds, otherwise be paid by the Funding Members). This
initial fee arrangement is disclosed in each applicable Private Fund’s operating agreement. The Initial Investment
Fee is typically paid in lieu of making periodic capital contributions to pay a regular management fee or Private
Fund operating expenses. BEP may negotiate a reduction or waiver of the Initial Investment Fee.
Other Advisory Fee Arrangements. BEP reserves the right, in its sole discretion, to negotiate and to charge
different fees to certain investors based on, among other things, the amount of their committed capital, their ability
to identify investment opportunities and other factors unique to an investor’s particular circumstances.
5.B. Direct Billing of Advisory Fees
Non-Funding Members are investors other than the Funding Members.
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For most Private Funds, the Funding Members and non-Funding Members wire the management fee payments
and Initial Investment Fees directly into the firm’s bank account, typically on a quarterly basis (for Funding
Members).
5.C. Other Non-Advisory Fees
Generally, Private Funds managed by BEP will be responsible for all expenses relating specifically to (i) the
business of the Private Funds and (ii) specific portfolio companies in which a given Private Fund has invested,
including but not limited to the following:
• Litigation-related (including audits, examinations and investigations) and indemnification expenses
(subject to any limitations specified in the applicable Private Fund’s operating agreement);
• Administrative expenses specific to a Private Fund;
• Bookkeeping expenses;
• Costs associated with reporting and providing information to existing and prospective Private Fund
investors;
• Expenses associated with the maintenance of books and records of the Private Fund and the preparation
and dispatch to the members of distributions;
• Financial reports and notices required pursuant to the Private Fund’s operating agreement;
• Fees payable to a third-party administrator;
• Monthly reporting expenses (including software license fees for investor reporting and related services,
allocated among each of the Private Funds for which the Adviser or an affiliate serves as general partner,
managing member, manager, or investment manager based upon BEP’s best judgment, taking into
account the amount and nature of the assets of each Private Fund);
• Bank commitment fees and interest expense;
• Fees and expenses of professional advisors, such as legal counsel, accountants and auditors, appraisal
fees, and costs of any liability insurance obtained with respect to any indemnified party;
• All out-of-pocket costs related to investments including, but not limited to, professional fees and diligence
costs related to the investigation of investment opportunities;
• Any direct portfolio company expenses for which a portfolio company does not provide reimbursement
to BEP;
• Taxes and other similar fees owed by the entity;
• Statutory representation fees for corporate agents;
• Entity organization and reorganization, as deemed necessary in the sole discretion of BEP;
• Legal fees directly related to an investment made by a Private Fund or a portfolio company in which such
Private Fund has invested;
• Transaction fees;
• Due diligence fees, travel expenses, and other expenses directly related to potential investments, even in
cases where the potential investment is not successful or is forgone, including “broken deal expenses”;
and
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