Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee
Snowcat is paid an investment management fee (“Management Fee”) per annum of the net
asset value of certain Funds.
The Fee will range from 0.0% to 1.5%.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
any Investor.
Other Types of Fees or Expenses
In consideration of the Management Fee, Snowcat will provide office space and utilities;
administrative services; and secretarial, clerical and other personnel to the Funds and the
Master Fund. Snowcat will bear the costs of providing such goods and services, and all of its
own overhead costs and expenses, except to the extent such goods, services, costs and
expenses are: (i) provided for through soft dollars generated by the Master Fund, or (ii) are
Funds (or Master Fund) expenses as provided below.
The Funds will bear their own expenses and pro rata share of expenses, including, without
limitation, the Management Fee; transaction-related expenses (which include all transaction-
based expenses incurred in executing investments including brokerage commissions,
expenses relating to short sales, clearing and settlement charges, expenses associated with
consummating bank debt trades, dealer spreads, custodial fees, bank service fees, interest
expenses and legal expenses associated with any potential transaction); investment-related
travel expenses (which are travel expenses related to the purchase, sale or transmittal of, or
due diligence regarding, the Master Fund’s investments, whether or not such investments are
consummated, incurred by the Investment Manager or the General Partner); professional fees
(including, without limitation, expenses of consultants, investment bankers, attorneys,
accountants and other experts and third party liquidation service specialists) relating to
investments; fees and expenses relating to software tools (including Bloomberg), programs or
other technology utilized in managing the Funds (including, without limitation, third-party
software licensing, implementation, data management and recovery services, custom
development costs and all costs and expenses of any order management systems utilized by
the Investment Manager to manage the Funds); expert networks; research and market data
(including any computer hardware and connectivity hardware (e.g., telephone and fiber optic
lines) incorporated into the cost of obtaining such research and market data); administrative
expenses (including fees and expenses of the Administrator and the sub-administrator, if any);
cybersecurity consultant fees and cybersecurity insurance; trade claim database; legal
expenses in connection with the Fund’s and the Master Fund’s ongoing operations (including
the updating of the Fund’s offering documents, processing transfer requests, negotiations
with prospective investors and extraordinary legal expenses, such as those related to litigation
or regulatory investigations or proceedings); external accounting and valuation expenses
(including pricing services and the cost of accounting software packages); audit and tax
preparation and filing expenses; costs related to errors and omissions insurance and directors
and officers insurance for the General Partner and the Investment Manager and their
respective affiliates, the Board of Directors and the Governance Board and any AML officers;
fees and expenses of the Board of Directors and the Governance Board; costs of printing and
mailing offering materials, reports and notices; Investor-Related Taxes; corporate licensing;
compliance and regulatory expenses of the Funds and the Investment Manager (including,
without limitation, legal fees, filing fees and costs associated with FATCA compliance and any
filings made by the Investment Manager relating to the Fund or the Master Fund, e.g., Form
PF/Annex IV); AML officer fees and expenses; organizational expenses; expenses incurred in
connection with the offering and sale of the Shares (including, without limitation, legal fees,
registration and other filing fees and side letter negotiations, but excluding travel expenses)
and other similar expenses related to the Funds (other than any fees payable to any placement
agent, which will be paid by the Investment Manager either directly or indirectly by reducing
the Management Fees owed to the Investment Manager); indemnification expenses; and
extraordinary expenses.
Fund expenses will generally be borne on a pro-rata basis by all of the sub-series of Shares of
the Shareholders; provided that certain Fund expenses incurred on behalf of or for the benefit
of a particular Shareholder or Shareholders (including expenses associated with the
redemptions of Shareholders, the Management Fee, expenses relating specifically to a Special
Investment, a Co-Investment or a Special Co-Investment and any expenses which the Board
of Directors determines, in its sole discretion, should be allocated to a particular Shareholder
or Shareholders), may be charged only to the Shares of such Shareholders, as determined by
the Board of Directors, in its sole discretion. To the extent that expenses to be borne by the
Fund or the Master Fund are paid by the General Partner or the Investment Manager, the
Fund or the Master Fund will reimburse such party for such expenses.
Investment expenses relating specifically to a Special Investment, a Co-Investment or a Special
Co-Investment will be borne only by the Shareholders participating in such Special Investment,
Co-Investment or Special Co-Investment, pro rata in accordance with their interests therein.
If any of the expenses listed above are incurred jointly for the account of the Fund (or the
Master Fund) as well as investment funds, both discretionary and non-discretionary
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