Item 5 – Fees and Compensation
1. BCM Partners Fund, LP Fund Management Fees
BCM will receive management fees and reimbursement of expenses incurred as applicable, as detailed in
the Private Placement Memorandum of the Fund. Fees are determined and assessed in a manner specific
to the Fund. The fees are typically not negotiable. Certain fees may and are currently deferred or waived
from time to time at the discretion of the General Partner.
The Fund will bear the direct expenses incurred by the Fund, including legal, accounting, and Fund
administration expenses. BCM pays all of its own operating and overhead costs, which include, but are
not limited to office space, supplies and equipment, and operational staff.
Investors incur certain charges imposed by custodians, third party investment companies and other third
parties. These include fees charged by managers, custodial fees, deferred sales charges, odd‐lot
differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage
accounts and securities transactions. Mutual fund, money market funds and exchange‐traded funds
(ETFs) also charge internal management fees. These fees may include, but are not limited to, a
management fee, upfront sales charges, and other fund expenses. BCM does not receive any compensation
from these fees other than soft dollars as further described in Item 12, if applicable. All of these fees are in
addition to the management fee the Fund pays BCM. Investors should review all fees charged to fully
understand the total amount of fees they will pay. Services similar to those offered by us may be available
elsewhere for more or less than the amounts we charge.
As of the last business day of each calendar month, BCM will receive a Management Fee in arrears from
the Fund equal to 0.125% (1.5% per annum) of the Net Asset Value of each limited partner’s Capital
Account, prior to the Performance Allocation, Management Fee and withdrawals. For investments
occurring other than at the beginning of a calendar month, if any, the Management Fee will be prorated.
The General Partner may and currently does reduce or waive the Management Fee with respect to any
limited partner, without thereby entitling any other limited partner to a waiver or reduction. A portion of
such Management Fee may and is also currently paid to placement agents that sell Interests.
BCM Partners Fund Offshore, Ltd.
BCM Partners Fund Offshore, Ltd., (the Offshore Fund) shall not bear Management Fees and Performance
Allocation and such fees shall be borne at the Partnership level. The Offshore Fund will bear its allocable
portion of the Partnership’s operating and overhead expenses and the operating and overhead expenses of
any other investment subsidiary or alternative investment vehicle through which the Partnership conducts
its operations. Each shareholder shall bear its pro rata portion of any expenses borne by the Offshore Fund
with respect to its formation and organization.
Solely for administrative and accounting purposes, the Performance Allocation and withdrawal charges
payable in respect of each Feeder Fund shall be calculated as if each Feeder Fund Investor therein had
made a direct Capital Contribution to the Partnership.
In accordance with common industry practice, the Adviser may and currently does enter into “side letters”
or side agreements with certain investors whereby the Adviser will grant individual Investors specific
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rights, benefits, or privileges not set forth in the offering documents. Such investor specific rights, benefits
or privileges may not be applicable to all Investors and therefore may not be made available to all Investors
generally.
2. Sub‐Adviser Fees
A. Investment
Company
Pursuant to a sub‐advisory agreement the Investment Company will pay BCM an annual management fee
of 0.90% of the first $66 million of the average daily net asset value of the sub‐advised assets plus 1.00%
over $66 million of the average daily net asset value of the sub‐advised assets. These fees are paid monthly
in arrears and will be paid by the 5th business day of each month.
3. Separately Managed Account Fees
A. SMAs
Pursuant to an investment management agreement (the “SMA Agreement”), the current SMA does not
pay BCM an annual management fee.