Description of Services and Fees:   

There are three primary services offered by BREIT Services; namely, Fiduciary Advisory Services, Business Brokerage, and Corporate Governance while serving as an Independent Board Member, as outline below.  In addition, real estate brokerage, property management, real estate valuations and business valuations may be provided in conjunction with these primary services.  

1)      Fiduciary Advisory Services.  

a) Oversight of Closely Held or Family Businesses.  BREIT Services assists institutional or individual fiduciaries with closely held or family businesses that are held in trusts and estates.  By engaging BREIT Services as a sub-advisor, a bank or other institutional fiduciary can feel confident that they are fully meeting their fiduciary obligations for these unique assets while minimizing their liability.  BREIT Services manages closely held assets in conformance with Regulation 9 of the Comptroller of the Currency to include annual asset reviews.  Even for individuals and institutions not regulated by the Comptroller of the Currency, these guidelines provide reasonable standards that a trustee could be legally held to.  

b) Trust and Estate Management.  BREIT Services is available to assist individuals and institutions in trust and estate management.  Most often BREIT Services will serve as an agent for an institution or an individual as trustee.  In certain circumstances our staff may be available to serve as an individual trustee utilizing an institution, such as a bank or trust company, to hold custody of the assets and, perhaps, to manage the public security portfolio.  Either as an agent or as a fiduciary, BREIT Services can assist you with as much as management of an entire trust/estate or as little as providing oversight of an individual private company. 

Fees are determined as a percentage of asset value.  Agency fees are set at 75 basis points (i.e. 75% of 1%).  Trustee fees are set at 100 basis points (i.e. 1%).  Discounts are available for institutions with multiple relationships.  The minimum fee per account/relationship is $15,000 per year.  Appropriate indemnifications are also required.

2)      Business Brokerage.  While some may be tempted to have the existing management of a company undertake the sale of the company or the purchase of other companies, managements’ time and efforts should be more appropriately and effectively utilized in operating the company.  The relatively small brokerage fee will likely be more than compensated for by a better price for our client while not unnecessarily hampering business operations.  Our staff has brokered or facilitated the purchase or sale of manufacturing, farming, leasing, and real estate based companies with annual revenues of less than $1 million to $75 million.  

Most appropriate businesses for BRIET Services should be sold or purchased within the range of $1 million to $50 million.   A nonrefundable retainer of $15,000 will be credited towards the success fee when the transaction is complete.  The retainer covers the preparation of an offering memorandum for sale transactions.  Any additional expenses to be reimbursed will be pre-approved by the client.  The success fee will be prorated between 4% to 2% based on where the final transaction value falls between the value range of $1 million to $50 million.  A minimum success fee of $100,000 applies for transactions of less than $2.5 million.  For instance, a company being sold for $10 million would fall 20% into the value range and would incur a 3.6% success fee. 

3)      Corporate Goverance as an Independent Board Member.  The staff of BREIT Services, is available to represent fiduciaries or other shareholders/principals as a member of the Board of Directors of private companies.  Our staff has served as directors of manufacturing, job shop, leasing, distribution and real estate based companies with annual revenues of less than $1 million to $175 million.  

Virtually all viable corporations should have the benefit of at least some, if not a majority of, independent board members.  Independent board members of a corporation do not also serve in an operating capacity for that corporation and are therefore able to objectively hire, evaluate and compensate management while representing the shareholders (assuming all shareholders do not also serve as managers).  In any case, independent  board members also work with management in setting and evaluating the strategic direction of the company and determining the company’s capital structure (i.e. how the company is financed). 

Compensation for serving as a member of a Board of Directors can be composed of a monthly retainer, attendance fees and stock options.  The minimum annual value of the compensation is $15,000 for smaller companies.  Appropriate indemnifications are also required.