Item 5 - Fees and Compensation
The details of the fees charged to each Client can be found in the Client’s respective
offering, investment management and/or governing documents. As a general rule, BCA
charges its Clients a management fee as well as a performance‐based fee. Bowood reserves
the right to reduce, waive or calculate differently the fees it charges its Clients or any of its
Clients’ Investors.
Bowood MLP Return Fund, LP
The Fund pays a monthly investment management fee in advance on the first day of each
month in an amount equal to 1/12th of 1.5% of the net asset value of the Fund at the close
of business on the last day of the preceding month according to the terms set forth in the
Investment Management Agreement.
Bowood Allocation, LLC (“Bowood Allocation”), a Kansas limited liability company and an
affiliate of BCA, receives a quarterly profit allocation equal to 15% of the amount by which
each Investor’s capital account exceeded its high water mark as detailed in the Limited
Partnership Agreement of the Fund. This amount is debited against the capital account of
each Investor and credited to Bowood Allocation’s capital account quarterly. BCA reserves
the right to waive fees, and additionally may raise fees at its discretion provided notice is
given according to the terms of the Limited Partnership Agreement of the Fund.
If the Investment Management Agreement is terminated by either BCA or the Fund, partial
period fees will be prorated based on the number of days remaining in the period and any
fees paid in advance will be refunded to the Fund within 30 days. As the Investment
Management Agreement is an agreement between BCA and the Fund, limited partners of
the Fund do not have an ability to terminate the Investment Management Agreement.
Payment of the management fees by limited partners is governed by the Limited
Partnership Agreement of the Fund.
All fees paid to BCA by the Fund are separate and unrelated to any fees or expenses
assessed by mutual funds, exchange traded funds, brokers or custodians. See further
discussion of expenses below.
Investment Management Services
BCA generally charges an asset based management fee for investment management
services. The annual rate is generally up to 1%, but the rate is negotiable on a case‐by‐case
basis and may be waived at the firm’s discretion. The fee is charged according to the terms
set forth in the Investment Management Agreement but is generally billed quarterly in
arrears. Partial quarters are prorated.
BCA generally charges a profit allocation equal to 15% of the investment profits of the
Investor, subject to a high water mark. This fee is charged according to the terms set forth
in the Investment Management Agreement but is generally calculated and billed on an
annual basis and may be waived at the firm’s discretion.
All fees paid to BCA for investment management services are separate and unrelated to any
fees or expenses assessed by mutual funds, exchange traded funds, brokers or custodians.
See further discussion of expenses below.
Investment Advisory and General Consulting Services
BCA charges a fixed investment advisory fee or general consulting fee, which is negotiated
on a case by case basis based upon the scope of the engagement.
The fee for investment advisory services is generally charged and billed monthly according
to the terms set forth in the Investment Advisory Agreement, but may be billed at different
periods as agreed upon with the Client. Partial periods are prorated.
The fee for general consulting services is charged according to the terms of the agreement,
but is generally billed in arrears upon completion of the services.
All fees paid to BCA for investment advisory or general consulting services are separate
and unrelated to any fees or expenses assessed by mutual funds, exchange traded funds,
brokers or custodians. See further discussion of expenses below.
Waivers, Reductions and Other
BCA and Bowood Allocation reserve the right to waive or reduce any or all fees for existing
or future clients in its sole discretion. Investors should consult the offering documents for
each Client for more details on the calculation of fees and expenses.
Expenses
All fees paid to BCA are separate and unrelated to any fees or expenses assessed by mutual
funds, exchange traded funds, master limited partnerships, brokers or custodians. Each
Client bears its own expenses as more fully described in each Client’s investment
management, offering or governing documents. These expenses include but are not limited
to:
• Organization expenses, such as expenses incurred in connection with the initial and
continued offering of shares or interests (including, but not limited to, legal and
accounting fees, entity formation expenses, printing and mailing costs, travel,
government filing fees including “blue sky” filing fees and expenses and out‐of‐
pocket expenses).
• Investment expenses, such as expenses related to proxies, underwriting and private
placements, transaction expenses, brokerage commissions, research and research
related travel expenses, data services and software expenses, interest on debit
balances or borrowings, custody fees, technology‐related trading costs and any
withholding or transfer taxes imposed on the Fund.
• Administration expenses, such as accounting, audit, tax preparation and compliance,
fund administrator and legal expenses, regulatory and compliance‐related expenses,
insurance, communications, costs of any litigation or investigation involving the
Client’s activities and costs associated with reporting and providing information to
existing and prospective shareholders.
• Other expenses, which include, without limitation, extraordinary expenses arising
from Client indemnification obligations, fees and costs, as well as any other
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