Fees and Compensation — Form ADV Part 2A (6/11/2013)
[Brochure]
Fees and Compensation
There are two primary fee structures that BW Capital Partners offers. First, private investment
funds for which BW Capital Partners provides investment advisory services typically pay
management fees and allocate carried interest based on the amount of capital managed by BW
Capital Partners.
The private equity fee structures vary, but generally are as follows: 2% annual management fee
and 20% incentive fee – the incentive fee is generally 20% of profits after a certain minimum
return to the investors.
Second, long/short equity hedge funds in which there is a 1% annual management fee and 20%
incentive fee with a high water mark
MANAGEMENT FEES. The Funds pay an annual investment management fee quarterly, in
advance, commencing on the Fund’s first closing date and continuing through the third
anniversary of the first closing date.
THIRD PARTY MANAGEMENT FEES. Each private equity investment vehicle or “underlying
fund” in which a Fund acquires an interest pays management fees, carried interest and other
expenses to a management company and/or general partner that is not affiliated with BW Capital
Partners. Fees paid to BW Capital Partners or its affiliates for investment advisory services are
separate and distinct from the fees and expenses charged by an underlying fund’s independent
investment adviser and/or general partner for such underlying fund’s advisory or management
services.
COMPENSATION; WITHDRAWAL RIGHTS. The Funds invest on a long-term basis.
Accordingly, fees are paid during the term of the fund, and withdrawal or redemption of interests
in the fund generally is not permitted.
To the extent that BW Capital Partners advises additional private investment funds, the fees paid
to BW Capital Partners may be similar in structure but vary in amounts. Any description of the
fees paid to BW Capital Partners is, and remains subject to, the applicable fund governing
documents and related agreements.
Account Minimums and Types of Clients — Form ADV Part 2A (6/11/2013)
[Brochure]
Types of Clients
Private investment funds are investment partnerships or other investment entities operated as
investment pools exempt from registration under the Investment Company Act. The investors
participating in the private investment funds typically will be family offices and their related
ultra high net worth individuals, and may include, directly or indirectly, principals or other
employees of BW Capital Partners and its affiliates. The investors also may include pension and
profit sharing plans, governmental entities, charitable organization and other corporations or
business entities. Investors must be both “accredited investors” as defined in Regulation D of the
Securities Act and “qualified purchasers” under Section 3(c)(7) of the Investment Company Act.
Non-fund clients for which BW Capital Partners provides investment advisory services also must
be both “accredited investors” as defined in Regulation D of the Securities Act and “qualified
purchasers” under Section 3(c)(7) of the Investment Company Act. Investment by U.S. investors
will also be subject to applicable state securities laws, and investment by non-U.S. investors will
be subject to any securities law restrictions of the applicable jurisdiction.
The minimum Capital Commitment to the funds will be $100,000, though BW Capital Partners,
in its discretion, may accept clients whose net worth is less. Clients seeking BW Capital
Partners’ private equity related investment services must have significant investment and
operating experience, and they may have an internal investment team or other investment
resources that they utilize in tandem with BW Capital Partners’ services.