Item 5: Fees and Compensation
Fees and Compensation Generally
BlueMar’s compensation for the discretionary investment advisory services it provides to the Funds is
comprised of an asset-based management fee and an incentive allocation that is based on the
performance achieved for the account of each Investor. The fees and expenses applicable to each Fund
are set forth in detail in each Fund’s respective offering memorandum. A brief summary of fees and
expenses is provided below.
BlueMar fees collected as the investment manager to the UCITS are similar to those received by the
Funds and set more specifically by the IMAs. The UCITS’ prospectus specifies all fees and expenses
paid by UCITS’ shareholders.
Management Fee
Each Master Fund pays BlueMar or an affiliate a quarterly fee up to 2% per annum of the net asset
value of each Fund Investor’s capital account calculated on the first business day of each calendar
quarter.
With respect to the UCITS, BlueMar is entitled to receive a Management Fee up to 1.5% per annum
paid monthly in arrears based on the value of the UCITS account as of the most recent prior month-
end valuation. A portion of the UCITS Management Fee may be shared with a sub-adviser as deemed
appropriate.
The Management Fees for all Clients are adjusted for periodic contributions and withdrawals.
Form ADV Part 2 Brochure | BlueMar Capital Management, LLC March 2024
BlueMar or the General Partner reserves the right, in its sole discretion, to reduce, waive, or calculate
differently the Management Fee in respect of certain early stage, large, or strategic Investors and will
waive the Management Fee for the General Partner and its affiliates and any of their respective owners,
directors, officers or other related persons.
Incentive Allocations and Fees
At the end of each fiscal year, BlueMar and or the General Partner receives an annual incentive
allocation/fee of up to 20% of the net profits attributable to the UCITS and each Feeder Fund Investor’s
capital accounts (including unrealized gains and losses), if any, subject to a loss carry forward (the
“Incentive Allocation”). When calculating the Incentive Allocation, net profits are reduced by the
Management Fee and all other expenses of a Fund as described below. For the Feeder Funds, the
Incentive Allocation is paid at the Master Fund level and not directly by the Feeder Funds but is
allocated to the Feeder Funds’ Investors.
The General Partner may waive or modify the Incentive Allocation for Investors that are members,
employees, or affiliates of BlueMar, relatives of such persons, and for certain early stage, large or
strategic Investors. Incentive Allocations received by BlueMar are in compliance with Rule 205-3
under the Investment Advisers Act of 1940 (“Advisers Act”).
General Expenses
Other expenses and fees that are generally borne by Clients are set forth below, although Investors or
Clients should refer to the applicable Offering Documents or IMA for a complete understanding of
expenses and fees.
Each Client is generally responsible for expenses relating to its own operations, including, without
limitation but subject to terms specified in the applicable Offering Documents or IMA, the following::
(1) legal, compliance, administrator, audit, and accounting expenses (including third-party accounting
services); (2) organizational expenses; (3) investment expenses, such as commissions, market data
services, and research fees (including research related travel); (4) interest on margin accounts and other
indebtedness; (5) borrowing charges on securities sold short; (6) custodial and bank service fees; (7)
Fund-related insurance costs (including D&O and E&O insurance for BlueMar and outside
Directorship liability); and (8) any other expenses related to the purchase, sale, or transmittal of Fund
assets. Such expenses will be borne by the applicable Client. Accordingly, BlueMar is entitled to
reimbursement to the extent it advances expenses otherwise allocable to a Fund. Feeder Funds will
bear their pro rata share of the Master Fund’s operational expenses. In addition, the organizational and
ongoing expenses if each Feeder Fund, as further defined in the relevant Offering Documents, are
aggregated at the level of the Master Fund and borne by each of the Feeder Funds pro rata based on
their respective net asset values for the relevant time period.
Any expense common to BlueMar or the Funds and/or the UCITS is generally paid pro rata by such
entities based on the approximate size of the relevant investment relating to such expense or otherwise
on assets under management, as appropriate (or in any other manner deemed fair and equitable by
Form ADV Part 2 Brochure | BlueMar Capital Management, LLC March 2024
BlueMar in its sole discretion). At times, due to unique negotiations and terms agreed upon with
Clients, BlueMar will cover certain expenses that would otherwise be allocable to the UCITS.
BlueMar maintains responsibility for the valuation of securities held by the Funds and not of those
held by the UCITS. As a result, there could be instances where BlueMar may have a conflict because
valuation discrepancies may impact the allocation of certain expenses when the pro-rata allocation is
based on assets under management. BlueMar has adopted valuation policies that address this conflict
and expects valuation discrepancies to immaterially affect expense allocations. However, such an
occurrence is very limited given that the UCITS’ primary focus is liquid equity securities in the global
markets, which are frequently traded on public exchanges. Nonetheless, should this ever occur,
BlueMar will determine in good faith an appropriate valuation methodology.
BlueMar may invest a portion of Client's assets, subject to Client restrictions, in shares of other
investment companies, including exchange traded funds. Assets invested in such investment
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