BC Advisors LLC

Item 5. Fees and Compensation
The Firm charges Clients an investment advisory fee for its services. This fee is based
on the Client’s total assets under management with the Firm. The fees are paid
quarterly, in arrears, based on the market value of the account as of the last business
day of the quarter. Accounts that are not open for a full calendar quarter will be
responsible for the pro‐rata portion of the fee based on the number of days the
account was open during the quarter. The fees are deducted directly from the Client’s
accounts, by the account custodian, with Client authorization. The fee schedule is as
follows:

 Assets Under Management                           Annual Fee

 Up to $50,000,000                                 .50%
 $50,000,001 to $100,000,000                       .40%
 Over $100,000,000                                 negotiable

The Firm charges a minimum annual fee of $50,000 per account.

The fees charged by the Firm may be negotiated on a case‐by‐case basis dependent
upon many factors regarding a Client’s portfolio, such as the overall complexity of the
Client’s financial affairs, extent of services provided, the mix of investments managed
and the complexity of the Client’s situation.

Clients will incur other expenses in connection with obtaining advisory services from
the Firm, such as brokerage and transaction costs. Brokerage commission costs,
transaction charges, stock transfer fees and other similar charges that are incurred in
connection with transactions in a Client account as well as any fees charged by the
account’s custodian will be paid out of the assets in the account and are in addition to
any fees paid to the Firm.

There may be other fees and expenses as well depending upon the particular
arrangement with each Client, such as custody or prime brokerage fees and expenses
incurred by the Client directly for separate account arrangements. These fees and
expenses are not paid to the Firm. If a Client chooses to purchase a product from or
through a company affiliated with the Firm, the affiliated company may receive a
commission and any such commission is in addition to the fees paid to the Firm. Other
fees and expenses such as transfer agency, custody and administration and/or sub‐
administration fees and expenses may be incurred for investors in mutual or other
commingled funds. All such fees and expenses are described in the prospectus or
other offering documents for commingled fund investments.

Some of the Firm’s personnel are also registered representatives of a broker‐dealer
and they can accept compensation for the sale of securities to the Firm’s Clients. This
creates a conflict of interest because such registered representatives have an
incentive to select products which would result in a sales commission, rather than on
a Client’s needs. In the event a Firm representative is to receive a commission as a
result of a sale of such product, the Firm will inform the Client verbally, or in writing,
and will document the Client file appropriately. Clients may purchase investment
products recommended through other brokers or agents not affiliated with the Firm
or the registered representatives.

The Firm does not normally charge commissions or markups in addition to the
advisory fees. However, the Firm has relationships with certain Clients where the fees
are negotiated so as to permit the Firm to take a commission or markup. In such cases,
the negotiation may also result in the Firm not offsetting its advisory fees in an amount
equal to the commissions received, unless the Client and the Firm agree to make other
arrangements.

Item 7.      Types of Clients
The Firm provides investment advisory services to various types of Clients, including,
individuals, trusts, pension and profit sharing plans, corporations, estates,
foundations, charitable organizations and other business entities. The majority of the

arrangements with Clients are non‐discretionary where the Firm does not have the
authority to buy or sell, or determine the securities to buy or sell, without the Client’s
consent. The Firm does not have any requirements regarding account minimums for
opening or maintaining an account.

Item 8. Method of Analysis, Investment Strategies and Risk
of Loss
Method of Analysis

The Firm’s primary method of analysis is a fundamental analysis. This involves a
review of current and historical fundamental data about a company, such as cash flow
statements, income statements and other general financial condition data. This will
also include an analysis of stock dividend yields, bond and preferred security interest
rates, cash flow data, and earnings levels, as well as other measures of valuation,
growth and enterprise quality. The Firm may also review specific asset classes,
through index data or broad combined metrics, both absolute and relative to other
assets. Information may be gathered from newspapers, magazines, companies’
annual reports, prospectuses, and/or company press releases.

The Firm may also use charting and cyclical analysis. Charting consists of preparing
a technical analysis using diagrams to illustrate various patterns or progressions in
market or account movement. Cyclical analysis is a time based assessment which
incorporates past and present performance to determine future value.

When investment recommendations are made to a Client, the Client’s investment
objectives, time horizon, and risk tolerances are considered. When recommending a
holding period for a particular security, the tax implications are also taken into
consideration. Recommended holding periods for investments vary depending on the
type of product, the sales commission, and the purpose for holding the product as it
relates to the overall portfolio structure.

Investment Strategy

The Firm uses long‐term purchases (typically held for at least a year), short‐term
purchases (typically sold within a year), trading securities (securities typically sold
within 30 day), short sales, option writing, covered options or spreading strategies
when recommending portfolios to Clients. The Firm provides advice with respect to
equity securities (exchange listed securities, securities traded over‐the‐counter or
foreign issued securities), warrants, corporate debt securities, commercial paper,
certificated of deposit, municipal securities, investment company securities (variable
life, variable annuities or mutual fund shares), US government securities,
partnerships, hedge funds and other alternative investments. The Firm may also offer

advice on other types of investments if the Firm deems such investment appropriate
for the needs and objectives of the Client.

Material Risks Involved in Investing
Investing in securities and other financial instruments involves risks, including the
potential loss of the Client’s principal, which Clients should be prepared to bear. While
certain strategies may offer the potential for greater growth, these same strategies
may have greater potential volatility. While it is the Firm’s intent to reduce risk when
possible, certain strategies may impose more risk than others.

Certain strategies recommended by the Firm may invest in Non‐U.S. foreign equity
and fixed income investments (“Non‐U.S. Investments”). Non‐U.S. investments, and
investing in emerging markets in particular, will subject a Client to certain risks not
typically associated with investing in securities in the United States. Non‐U.S.
investments may be affected by changes in currency rates. A decline in an exchange
rate of the foreign currency in which a portfolio security is quoted or denominated
relative to the U.S. dollar would reduce the value of the portfolio security in U.S.
dollars proportionately. The costs and expenses associated with investing in Non‐
U.S. markets are generally higher than U.S. markets. There generally may be less
publicly available information regarding Non‐U.S. Investments than U.S. companies.
In addition, certain Non‐U.S. economies are less stable that the U.S. economy, due to,
among other things, volatile political environments and less stable monetary systems.

The Firm may recommend securities it believes to be undervalued, but that may not
realize their perceived value for extended periods of time or may never realize their
perceived value.

The Firm may recommend securities it believes have the potential for growth, but that
may not realize such perceived potential for extended periods of time or may never
realize such perceived growth potential. Such stocks may be more volatile than other
stocks because they can be more sensitive to investor perceptions of the issuing
company’s growth potential.

Small and mid- capitalization stocks may be subject to higher degrees of risk, their
earnings may be less predictable, their prices more volatile, and their liquidity less
than that of large capitalization or more established companies’ securities.

An investment in debt securities carries risk. If interest rates rise, debt security prices
usually decline. The longer a debt security’s maturity, the greater the impact a change
in interest rates can have on its price. Not holding a debt security until maturity, may
cause a gain or loss when the debt security is sold. Debt securities also carry the risk
of default, which is the risk that the issuer is unable to make further income and
principal payments. Other risks, including inflation risk, call risk, and pre‐payment
risk, also apply.

Investments in high yield debt securities or “junk” bonds carry a degree of risk in
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