Fees and Compensation — Form ADV Part 2A (3/21/2016)
[Brochure]
Item 5 Fees and Compensation
The Manager is compensated by way of a management fee based on net assets under management and
a performance fees based on the investment performance.
Management Fees and Expenses
Under the Investment Management Agreement, the Fund pays the Manager a management fee
calculated as of the opening of business on the first day of each month equal to one twelfth of one
percent (1.00%) of the Net Asset Value. The management fee is paid as soon as the valuation is
available from the administrator.
The management fee will be prorated in the event that the additional investments are made on a date
other than the start of a month and a pro-rata portion of the management fee will be refunded if the
Fund terminates and is dissolved on a date other than the last day of a month.
The Manager may waive the management fee in whole or in part for any investor. The Manager may
defer all or any part of its Management Fees.
The Fund will pay any expenses in connection with the organization of the Fund and in connection with
all offerings of interests in the Fund. The Fund will also pay all of its operating expenses, including
brokerage commissions, interest, taxes, custodial fees, investment research related expenses,
administration fees, legal and accounting expenses, audit fees, and other expenses related to the Fund’s
operations. Notwithstanding the foregoing, the annual administrative expenses of the Fund shall be
capped at an amount equal to 75 basis points multiplied by the Fund’s average monthly Net Asset Value
over the year (adjusted pro rata if the Fund commences or terminates on a date other than the start or
end of a fiscal year). Amounts in excess of the cap in a given year will be paid by the Manager.
Expenses related to investing the Fund’s assets, such as brokerage commissions and interest, are not
Burl Capital LLC – ADV Part 2 – Firm Brochure
subject to the cap and will be paid entirely by the Fund. The determination as to whether an expense is
administrative and subject to the cap or investment related and outside the cap shall be made by the
Manager, acting in its good faith discretion. If the Manager pays any administrative expenses in a given
year and in subsequent years the Fund’s administrative expenses are below the cap, the Fund shall
reimburse the Manager for the expenses paid by the Manager in the prior year(s) (but in no event shall
the administrative expenses for a given year plus any reimbursement exceed the 75 basis point cap).
Performance Fees
Under the Investment Management Agreement, the Fund will pay the Manager a performance fee equal
to 15 percent of the net realized and unrealized appreciation in the Net Asset Value.
The Performance Fee is subject to what is commonly referred to as a “high water mark” pursuant to
which such Performance Fee is only paid on new appreciation in the Net Asset Value in excess of the
previous high water mark.
Once payable, a Performance Fee will not be reduced by losses incurred in later periods. Performance
Fees are payable (i) on June 30 and December 31 of each year, (ii) upon a redemption by investors (iii)
as of the date of termination of the Investment Management Agreement.
The Manager may waive the Performance Fee in whole or in part for any investor. The Manager may
elect to defer all or any part of its Performance Fees.
The above is a general description of the application of the Performance fee to the Funds. Each Fund
prospectus and offering documents sets out the precise details applicable to each class of investor, each
type of investors’ interest and each class of share.
Burl Capital LLC – ADV Part 2 – Firm Brochure
Account Minimums and Types of Clients — Form ADV Part 2A (3/21/2016)
[Brochure]
Item 7 Types of Clients
The Firm manages 2 Funds all of which have the same investment objective and investment strategy.
• Burl Capital Fund LP
• Burl Capital Offshore Fund II Ltd
The Funds are restricted to suitable investors who have to meet the following basic criteria (depending
on which Fund they are seeking to invest in)
• Professional Investors within the meaning of the BVI Mutual Funds Act 1996 and who are
either non-U.S. persons (determined in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended) or U.S. tax-exempt investors.
• Accredited Investors as defined by US Regulations
• Knowledgeable employees
Although the Manager may accept a lower minimum investment, in general the minimum investment in
any Fund is $1 million. Lower amounts will be accepted from investment professionals with a long
history in the financial services industry and the knowledge to understand the risks inherent in the fund.
Additionally a fully completed investor questionnaire and subscription document is required. All
investors and potential investors are subject to appropriate Anti Money Laundering checks.
Burl Capital LLC – ADV Part 2 – Firm Brochure