Item 5: Fees and Compensation
Management Fees
As the investment adviser to the Funds, Sanoor generally receives management fees at an
annual rate of 1.5% of each beginning quarterly capital account balance. The management fee
is appropriately adjusted for any partial quarter. Sanoor may reduce or eliminate the
management fee with respect to any Investor or class of Investors in its sole discretion.
The management fee is calculated and charged at the Master Fund level through the use of
separate capital sub-accounts within the Funds’ capital accounts in the Master Fund that
correspond to the capital accounts (and capital sub-accounts) of each Investor at the Funds
level. No separate management fee will be charged at the Feeder Fund level.
Other Expenses
The Funds bears their pro rata share of the organizational and offering expenses of the
Funds (including legal and accounting fees, printing costs, research-related travel expenses,
investment banking expenses, fees and profit-sharing payments due to unaffiliated advisers,
sub-advisers, consultants and finders (which do not offset the management fee or the
performance allocation), specific expenses incurred in obtaining or maintaining systems,
research and other information and information service subscriptions utilized with respect
to the investment program, any tax-related structuring or legal expenses incurred, liability
Sanoor Capital Management LP Form ADV Part 2A
premiums for insurance covering Sanoor and its affiliates (including, without limitation,
insurance for directors and officers coverage, errors and omissions coverage, cyber
insurance coverage and privacy/data breach coverage), “blue sky” filing fees and expenses
and out-of-pocket expenses).
In general, the Funds’ financial statements are prepared in accordance with accounting
principles generally accepted in the United States (“GAAP”). However, the Funds amortize
their proportionate share of organizational expenses over a period of 60 calendar months
from the date the Funds commence operations because they believe such treatment is more
equitable than expensing the entire amount of the organizational expenses in the Funds’ first
year of operation, as is required by GAAP. The General Partner may, however, limit the
amount of start-up and organizational expenses that the Funds amortize so that the audit
opinion issued with respect to the Funds’ financial statements will not be qualified.
The Funds bear their pro rata portions of all costs and expenses directly related to the
Master Fund’s investment program, including expenses related to research, due diligence,
proxies, underwriting and private placements, brokerage commissions, interest on debt
balances or borrowings, custody fees and research-related travel fees and any withholding or
transfer taxes imposed on the Funds. The Funds also bear all out-of-pocket costs of the
operation and administration of the Funds and their pro rata portions of all out-of-pocket
costs of the operation and administration of the Master Fund, including: (i) expenses related
to the Funds’ offering, (ii) accounting, audit and legal expenses (including those incurred for
the Master Fund, the Funds, the General Partner or Sanoor to comply with applicable law,
rule or regulation (including without limitation those related to Form PF)), (ii) costs of any
litigation or investigation involving the Funds’ or the Master Fund’s activities, (iii) the costs,
fees and expenses of any appraisers, accountants or other experts engaged by the General
Partner or Sanoor as well as other expenses directly related to the Master Fund’s
investments and (iv) costs associated with reporting and providing information to existing
and prospective Investors. However, the General Partner or Sanoor may, in its sole
discretion, choose to absorb any such expenses incurred on behalf of the Master Fund or
the Funds.
The Funds and the Master Fund do not have their own separate employees or office. Except
as described above and provided for in the partnership agreement, the Funds generally do
not reimburse the General Partner or Sanoor for salaries, office rent, marketing and other
general overhead costs of the general partner or Sanoor. A portion of the commissions
generated on the Master Fund’s brokerage transactions may generate “soft dollar” credits
that the General Partner and Sanoor are authorized to use to pay for research and research-
related services and products used by the general partner or Sanoor, which would otherwise
constitute overhead expenses of the general partner or Sanoor. The General Partner and
Sanoor limit their use of “soft dollar” credits to services included in the safe harbor under
Section 28(c) of the U.S. Securities Exchange Act of 1934, as amended.