ITEM 5 – FEES AND COMPENSATION
Item 5.A Describe how you are compensated for your advisory services. Provide your
fee schedule. Disclose whether the fees are negotiable.
The Funds offer interests/shares only to certain qualified investors and admission
to the Funds is not open to the general public. Limited partnership interests of the
Domestic Fund and shares of the Offshore Fund are sold only to certain qualified
Investors. U.S. Investors must be “accredited investors” under Rule 501 of
Regulation D of the Securities Act of 1933, as amended, and “qualified
purchasers” as such term is defined in Section 2(a)(51) of the Investment
Company Act of 1940, as amended. Investors and prospective Investors should
refer to the PPM for the appropriate Fund for a detailed description of fees.
Investors generally compensate Snow Park, directly or indirectly, by a
management fee of 1.5% (the “Management Fee”) and a performance-based fee of
15-20% of profits, subject to a loss carry-forward provision (the “Incentive
Allocation”). Series A Interests in the Domestic Fund and Sub-Class A Shares in
the Offshore Fund pay a 20% Incentive Allocation. Series B Interests in the
Domestic Fund and Sub-Class B Shares in the Offshore Fund pay a 15% Incentive
Allocation. The Funds also offers two series of founders limited partnership
interests (the “Founders Series Interests”). The Founders Series Interests may pay
a management fee, which will be based on the combined net asset value of the
Funds as of the first Business Day of any quarter, of up to 1.5%. The Founders
Series Interests will be subject to a performance-based fee of 15-17% of profits,
subject to a loss carry-forward provision.
It is critical that Investors refer to the relevant PPM and other governing
documents for a complete understanding of how Snow Park is compensated
for its advisory services. The information contained herein is a summary
only and is qualified in its entirety by such documents.
Item 5.B Describe whether you deduct fees from clients’ assets or bill clients for fees
incurred. If clients may select either method, disclose this fact. Explain how
often you bill clients or deduct your fees.
Snow Park deducts fees from Investors’ assets invested in the Funds. Investors do
not have the ability to choose to be billed directly for fees incurred.
The Management Fee generally is paid quarterly in advance from t the Master
Fund to Snow Park on behalf of the Domestic Fund and Offshore Fund. Snow
Park deducts the amount of the Management Fee applicable to each Investor at the
beginning of each quarter.
Generally, the Incentive Allocation applicable to each Investor will be made (at
the Master Fund level) to the General Partner as of the end of each year, on a high
watermark basis.
The Incentive Allocation applicable to an Investor may be made at the time an
Investor withdraws or redeems (as the case may be) from the Fund. Snow Park
deducts the amount of the Incentive Allocation applicable to an Investor at such
time.
It is critical that Investors refer to the relevant PPM and other governing
documents for a complete understanding of how fees are deducted from their
assets. The information contained herein is a summary only and is qualified
in its entirety by such documents.
Item 5.C Describe any other types of fees or expenses clients may pay in connection
with your advisory services, such as custodian fees or mutual fund expenses.
Disclose that clients will incur brokerage and other transaction costs, and
direct clients to the section(s) of your brochure that discuss brokerage.
In addition to fees payable to Snow Park (or the General Partner), Funds are
responsible for the expenses it incurs in connection with their operations.
Accordingly, such expenses are deducted from Investors interests in the Funds.
The Offshore Fund and Domestic Fund will indirectly bear the administrative and
other expenses of the Master Fund pro rata based on its interest in the Master
Fund. It is anticipated that virtually all expenses will be incurred at the Master
Fund level and therefore expenses incurred directly by either the Domestic Fund
and/or Offshore Fund are expected to be relatively small. The expenses typically
incurred by the Master Fund, include, but are not limited to: Fees payable to Snow
Park; Fund legal, compliance (including expenses relating to compliance or
regulatory filings, including Form PF, Section 13 and Section 16 filings, made
with respect to the Fund’s assets), administrator, audit and accounting expenses
(including third-party accounting services and accounting software);
organizational expenses; investment expenses such as commissions, research fees
and expenses (including research-related travel, Bloomberg and similar
subscriptions and data services); trading-related technology software costs
deemed by Snow Park to benefit the Funds such as portfolio, order and risk
management systems; interest on margin accounts and other indebtedness;
borrowing charges on securities sold short; custodial fees; bank service fees;
Fund-related insurance costs (including D&O and E&O costs for Snow Park, the
General Partner and in the case of the Offshore Fund, the directors); and any other
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