Overview of the Firm
BAAM, a Delaware limited partnership, is a leading hedge fund solutions provider and primarily
provides investment advisory services to private investment funds (collectively, the “BAAM
Funds”) that predominantly engage in multi-manager investment programs. Many BAAM Funds
are commonly referred to in the industry as funds of hedge funds. BAAM, together with its
affiliates in the Blackstone Hedge Fund Solutions Group (“HFS”), manages or advises
approximately $80 billion as of December 31, 2022. Please note that this is an unaudited estimate
and does not include non-discretionary advisory clients. BAAM also advises clients / accounts,
typically on a non-discretionary basis, regarding such clients’ investment portfolio (together with
BAAM Funds, the “BAAM Clients”).
BAAM was founded in 1990 as part of Blackstone Inc. (NYSE: BX) (“Blackstone”), which is the
ultimate parent of BAAM. Blackstone is a leading alternative investment manager with
investment programs and services concentrating in the private equity, real estate, debt / credit
and secondaries businesses, as well as the hedge fund solutions business. BAAM shares
employees and facilities with Blackstone Strategic Alliance Advisors L.L.C. (“BSAA”), Blackstone
Alternative Solutions L.L.C. (“BAS”), Blackstone Strategic Capital Advisors L.L.C. (“BSCA”), and
Blackstone Alternative Investment Advisors LLC (“BAIA”), each a registered investment adviser.
Please see Item 10 – Other Financial Industry Activities and Affiliations for more information.
Blackstone Inc.
Blackstone Intermediary
HoldCo L.L.C.
Blackstone Holdings I-Sub
(BAAM) GP L.L.C.
Ultimate Parent
Sole Member
Blackstone Alternative Asset
Management L.P.
General Partner
Blackstone Holdings II L.P.
StoneCo IV Corporation
Limited Partners
BAAM’s assets under management (“AUM”) were $53 billion as of December 31, 2022. Please
note that this is an unaudited estimate. In the case of assets managed by BAAM which are sub-
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advised or allocated to Other HFS Clients, such assets are included in the AUM for both BAAM
and the Other HFS Advisers if BAAM is paid a fee on such assets.
Overview of Advisory Services
As investment adviser to BAAM’s Clients, BAAM:
Identifies and implements investment opportunities for BAAM Clients;
Participates in the monitoring of BAAM Clients’ investments;
Makes decisions on behalf of BAAM Clients to purchase and/or sell investments;
Engages in foreign currency hedging transactions and/or the hedging of certain market
exposures for certain BAAM Clients; and
Employs leverage for BAAM Clients in various forms (including via credit facilities, derivative
transactions, margin transactions and other credit arrangements): (a) when BAAM believes
that the use of leverage may enable the BAAM Clients to achieve a higher rate of return, (b)
to meet redemptions that would otherwise result in the premature liquidation of
investments, and/or (c) to finance investments or other costs and expenses in anticipation of
the receipt of equity capital from investors and/or realization proceeds from investments.
The use of leverage increases the risk of loss.
Typically, a BAAM Fund’s strategy generally is to allocate capital to a diversified group of
Underlying Managers that invest or trade in a wide variety of securities and other instruments,
including, but not limited to, equities and fixed income securities, currencies, commodities,
futures contracts, options and other derivative instruments, all of which may be listed or unlisted,
rated or unrated, distressed or publicly or privately issued. From time to time, BAAM Funds also
invest in separate managed accounts with Underlying Managers (the funds and accounts
managed by Underlying Managers are referred to herein as the “Underlying Investment
Vehicles”). Subject to guidelines of particular Client Constituent Documents, BAAM Funds invest
in other BAAM Funds and Underlying Investment Vehicles managed by Other HFS Advisers,
Blackstone Affiliated Managers and Blackstone Interest Managers. For certain BAAM Funds,
BAAM may also invest some or all of the BAAM Fund’s capital directly in the securities and other
instruments described above.
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In General, BAAM Offers Three Types of Products:
1. Commingled Funds
“Commingled Funds” are BAAM Funds that are offered to multiple investors and invest in
multiple Underlying Investment Vehicles and/or BAAM Funds and in some cases make direct
investments (e.g., Blackstone’s Horizon Funds, Blackstone’s Dislocation Funds, certain
Customized Funds and Advisory Clients). BAAM mandates the investment guidelines (e.g., risk
factors, leverage, concentration limits, etc.) and makes investment decisions in its sole discretion.
Generally, Commingled Funds also invest in other BAAM Funds, including in certain
circumstances a BAAM Fund which provides investment exposure to a single Underlying Manager
(referred to by BAAM as “Wrappers”), a group of Underlying Managers concentrated in one
investment thesis (referred to by BAAM as “Pods”) or direct investments within the guidelines of
the Client Constituent Documents. Where a BAAM Fund invests in other BAAM Funds, generally
there is only one level of fees charged by BAAM.
Commingled BAAM Fund*
External Investors
Underlying
Investment
Vehicle
Underlying
Investment
Vehicle
BAAM Fund
*A Commingled BAAM Fund may be an externally offered BAAM Fund or a BAAM Fund which is
an intermediary fund (e.g., pods, in some cases, wrappers) or makes direct investments which
are typically only offered to other BAAM Clients. A Commingled BAAM Fund may be in the form
of an entity (e.g., Delaware limited partnership, Cayman limited company, etc.) or a “Managed
Account,” which is a fund managed and advised by BAAM that contracts with third-party hedge
fund managers to conduct day-to-day investment activities on behalf of such Commingled Funds.
2. Customized Funds
A “Customized Fund” is where BAAM establishes a fund or account for a single investor and such
fund or account invests in Underlying Investment Vehicles and/or BAAM Funds and in some cases
make direct investments. The investor is involved in establishing the investment guidelines and
terms of the Customized Fund, although generally BAAM maintains discretion to make
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investment decisions. Certain Customized Funds are structured as Managed Accounts. Where a
Customized Fund invests in another BAAM Fund, generally there is only one level of fees charged
by BAAM. Under limited circumstances, Other HFS Advisers charge fees on assets invested with
such advisers by a Customized Fund.
Customized BAAM Fund*
Single Investor
Underlying
Investment
Vehicle
Underlying
Investment
Vehicle
BAAM Fund
*A Customized BAAM Fund may be in the form of an entity (e.g., Delaware limited partnership;
Cayman limited company) or a Managed Account.
3. Advisory Clients
On a limited basis, BAAM provides investment advisory services regarding a Client’s hedge fund
portfolio, and in certain instances other investments (an “Advisory Client”). Advisory Clients
typically maintain discretion over their portfolios (i.e., the right to make all investment decisions).
BAAM Funds, Customized Funds and Advisory Clients constitute BAAM’s Clients. Investors in
BAAM Funds (“Investors”) are not deemed to be BAAM Clients but are entitled to the rights and
benefits described in the applicable Confidential Offering Memorandum, Limited Partnership
Agreements, Investment Management Agreements and other applicable constituent fund
documents (the “Client Constituent Documents”).
Investors invested in the Customized Funds and Advisory Clients generally are subject to a
significantly higher minimum investment threshold than Investors invested in the Commingled
Funds due to the individualized nature of services provided.
BAAM typically engages third party service providers, such as custodians, administrators and/or
auditors, on behalf of the BAAM Clients other than for Advisory Clients or Customized Funds
structured as Managed Accounts.
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ITEM
5 – FEES AND COMPENSATION
Asset-Based Advisory Fees
In general, BAAM charges an annual asset-based advisory fee of up to 2% of assets under
management. Generally, Other HFS Clients and Other Blackstone Clients, affiliates, retired
partners, and certain current or former employees of Blackstone, as well as endowment funds,
charitable programs and/or other similar related entities associated with the foregoing, are not
subject to such asset-based advisory fees.
BAAM’s asset-based advisory fees and performance-based fees are not inclusive of all fees and
expenses. Please see Additional Fees and Expenses section below.
Performance-Based Fees
Please see Item 6 – Performance-Based Fees for more detail.
Fee Negotiations
Asset-based and performance-based fees generally are non-negotiable, except
in the case of
affiliates, strategic / significant relationships, Customized Funds and Advisory Clients.
Payment of Asset-Based Advisory Fees
Fees are paid to BAAM in accordance with the Client Constituent Documents. In general, asset-
based advisory fees accrue on a monthly basis and are paid on a quarterly basis. A Client may be
charged an asset-based advisory fee in advance on the first day of each fiscal quarter or in arrears
on the last day of each fiscal quarter. Investors only will be charged for the days that they are
invested in the BAAM Clients. If a payment was made in advance and an Investor redeems prior
to the end of the payment period, a pro rata portion of the asset-based advisory fee (based on
the number of days remaining in the payment period) will be refunded by BAAM to the Investor.
Fees typically are deducted from a Client’s assets invested with BAAM at the payment date, but
also may be invoiced at a later time. Investors in a BAAM Fund bear indirectly their pro rata share
of asset-based fees for the time period they are invested in the BAAM Funds.
Additional Fees and Expenses
BAAM’s advisory fees are not inclusive of all the fees that BAAM Clients (and, indirectly, the
Investors) will pay. The following is a list of fees and expenses that BAAM Clients typically will pay
directly to third parties. This list is not intended to be exhaustive; the relevant Client Constituent
Documents provide further detail relating to fees and expenses. Expenses paid by Customized
Funds vary as negotiated between BAAM and BAAM Customized Funds’ Investors.
Underlying Manager Advisory and Performance Fees
Underlying Manager Expenses
Credit Facility Fees, including Interest Charges
Director Fees
Organizational Expenses
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Ordinary Administrative Expenses
Operating Expenses
Risk Management
Data Aggregation
Custodial Fees
Administrator Fees
Legal Fees
Regulatory Fees
Compliance Fees
Accounting Fees
Audit Fees
Brokerage Costs
Interest Charges
Bank Wire Fees
Shareholder Onboarding
Consulting Fees
Preparing, Printing and Delivering All Reports, Documents and Filings Related to the Fund and
its Investments
Any Fees Related to the Preparation and Delivery of Internal Control Reports
Any Fees Related to the Preparation and Delivery of Any Entity-Level Taxes
Expenses Incurred in Offering of Shares / Interests
Certain Technology Costs
Certain Hardware Costs
Software Fees
News Expenses
Quotation Services
Travel Expenses
Expenses Related to the Preparation and Filing of Any Reports, Disclosures, Filings and
Notifications of the Fund, the Investment Manager or its Affiliates to Regulatory or
Governmental Authorities Relating to the Fund or its Activities
Form PF Fees
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AIFM Report Fees
Extraordinary Expenses, Including Litigation Expenses
Commissions
Tax Expenses
Hedging
Expenses of Liquidating the Fund
Reports To Be Filed With Regulatory or Governmental Authorities
Premiums, fees, costs and expenses for Insurance
Fees and Expenses Incidental to the Purchase and Sale (whether or not consummated) of
Interests In, and the Fees and Expenses of, any Underlying Managers, Underlying Investment
Vehicles or other
Investments
Cyber Security Breaches and Identity Theft
Risks Inherent in Fund of Funds Investing
Intermediate Entities.
BREXIT
MiFID II
FOIA Requests
Investment Structuring
ESG diligence and reporting
European Commission Action Plan on Financing Sustainable Growth
Investors in a BAAM Fund indirectly bear their pro rata share of such additional fees and expenses
for the time period they are invested in the BAAM Fund.
BAAM employees do not receive compensation from the purchase or sale of securities or other
investments for BAAM Clients.
Arcesium LLC
Arcesium LLC (“Arcesium”) provides certain middle- and back-office services and technology to
certain BAAM Clients, Other HFS Clients, certain Other Blackstone Clients, and one or more
Underlying Investment Vehicles. Additional BAAM Clients are expected to engage Arcesium in
the future. BAAM holds a non-controlling, minority equity interest in Arcesium and the HFS Chief
Operating Officer serves on the board of Arcesium. The services and technology provided by
Arcesium support various post-trade activities, including trade capture, cash and position
reconciliations, asset servicing, margin and collateral monitoring, pricing-related services,
portfolio data warehousing, and other services and technology as agreed with Arcesium. BAAM
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has in the past and may in the future recommend Arcesium's services to Underlying Managers
and certain Underlying Managers from time to time have hired, and may in the future hire,
Arcesium. BAAM does not require any Underlying Manager to hire Arcesium as a condition to
investing with such Underlying Manager, nor will it favor Underlying Managers because they use
Arcesium over Underlying Managers who use other qualified middle- and back-office service
providers.
In return for such services, Arcesium receives from BAAM (or the applicable Other HFS Adviser,
Other Blackstone Adviser or Underlying Manager) a one-time upfront implementation fee, an
annual software fee (based on complexity and net asset value), and an annual operations services
fee (also based on net asset value), as negotiated by BAAM (or the applicable Other HFS Adviser,
Other Blackstone Adviser or Underlying Manager) and Arcesium (such fees in the aggregate, the
“Arcesium Fees”). Because the Arcesium Fees are based, in part, on the net asset value of the
relevant BAAM Client, which is generally determined by such BAAM Client’s administrator under
the overall supervision of BAAM, there may be conflicts with respect to calculation of such net
asset value. BAAM does not intend to engage in any ongoing benchmarking or market check to
determine whether the Arcesium Fees are consistent with market rates, as certain services being
provided by Arcesium are bespoke and customized services and BAAM is not aware of any direct
competitors to Arcesium that provide the same services. Accordingly, there can be no assurance
that an unaffiliated third party would not charge a lower fee. Additional information regarding
the Arcesium Fees is available from BAAM upon request.
In connection with BAAM’s minority equity ownership interest in Arcesium, BAAM may receive
cash distributions from Arcesium from time to time. Cash distributions received by BAAM from
Arcesium will be applied first to reimburse the Arcesium Fees paid by funds managed by the
Hedge Fund Solutions Group which are clients of Arcesium (the “HFS Arcesium Clients”) for the
amount of Arcesium Fees paid by such entities to Arcesium. The allocation of such
reimbursements as among the BAAM Clients and other HFS Arcesium Clients will require
judgments as to methodology that BAAM makes in good faith but in its sole discretion. Certain
Underlying Investment Vehicles also pay Arcesium Fees and any cash distributions from Arcesium
will not be applied to reimburse such Underlying Investment Vehicles, even though Arcesium
Fees borne by such investment vehicles are therefore borne indirectly by the HFS Arcesium
Clients to the extent of its ownership of such Underlying Investment Vehicles. There can be no
assurance that BAAM will receive any such distributions and therefore that any such
reimbursements shall be made to the HFS Arcesium Clients. Further, if Arcesium is sold to a third-
party, BAAM would not be expected to receive such cash distributions and the HFS Arcesium
Clients would not be expected to be reimbursed for any portion of the Arcesium Fees paid by
them. In the event that cash distributions received by BAAM from Arcesium exceed the Arcesium
Fees paid by the HFS Arcesium Clients, any excess amounts will be retained by BAAM. As
additional HFS clients engage Arcesium and pay Arcesium Fees in the future, the reimbursement
described above will apply to such clients as well.
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In addition, BAAM has a further incentive to engage Arcesium to provide services to the BAAM
Funds and other BAAM clients, as such engagement provides consistency in such services across
the platform, increased scalability to support future growth across its business, and improved
data centralization and accessibility, each of which also benefits BAAM.
Refinitiv
Since the inception of BAAM Clients, BAAM has used various pricing services, including Thompson
Reuters, to value portfolio investments and determine the net asset value of a BAAM Clients’
shares. On October 1, 2018, a consortium led by Blackstone announced that private equity funds
managed by Blackstone had completed an acquisition of Thomson Reuters’ Financial & Risk
business (“Refinitiv”). On January 29, 2021, Refinitiv was sold to London Stock Exchange Group
(“LSEG”) with Blackstone private equity funds receiving a minority stake in LSEG. Refinitiv
operates a pricing service that provides valuation services. Refinitiv is expected to perform
services for the BAAM Clients, Other HFS Clients, Other Blackstone Clients and Blackstone.